Common use of Court Proceedings Clause in Contracts

Court Proceedings. Subject to the terms of this Agreement, Alamos and Subco will cooperate with, assist and consent to Xxxxxxxxx seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx on a timely basis any information required to be supplied by Alamos in connection therewith. Xxxxxxxxx will provide Alamos 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 provided that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Xxxxxxxxx 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 as contemplated hereby or with Alamos’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Alamos to agree or consent to any increase in consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subco’s obligations set forth in any such filed or served materials or under this Agreement.

Court Proceedings. Subject to the terms of this Agreement, Alamos the Buyer shall cooperate with and Subco will cooperate with, assist and consent to Xxxxxxxxx the Company in seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx to the Company on a timely basis any information reasonably required to be supplied by Alamos the Buyer in connection therewith. Xxxxxxxxx will The Company shall provide Alamos Counsel legal counsel to the Buyer 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 and will shall give reasonable consideration to all such comments provided that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefromcomments. Subject to applicable Law, Xxxxxxxxx the Company 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 as contemplated hereby by this Section 2.04 or with Alamosthe Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that that, nothing herein shall require Alamos the Buyer to agree or consent to any increase or variation in consideration the Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subcothe Buyer’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. The Company shall also provide to the Buyer’s legal 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 shall 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 legal counsel to the Buyer 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 prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Court Proceedings. Subject to the terms of this Agreement, Alamos and Subco will cooperate with, assist and consent to Xxxxxxxxx seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx on a timely basis any information required to be supplied by Alamos in connection therewith. Xxxxxxxxx Comamtech will provide Alamos Counsel Corporation 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 the Corporation for inclusion in such material, prior to the service and filing of that material, and will give accept the reasonable consideration comments of the Corporation and its legal counsel with respect to such material. Comamtech 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, Comamtech will not object to legal counsel to the Corporation making such comments 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 all information relating solely Comamtech is advised of the nature of any submissions prior to Alamos in the hearing and such material shall be in form submissions are consistent with this Agreement, the agreements that it contemplates and substance satisfactory to Alamos, acting reasonablythe Plan of Arrangement. Xxxxxxxxx Comamtech will also provide Alamos Counsel legal counsel to the Corporation on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose appearance and any evidence served on Xxxxxxxxx Comamtech or Xxxxxxxxx Counsel its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable LawLaws, Xxxxxxxxx Comamtech 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 as contemplated hereby or with Alamosthe Corporation’s prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided provided, however, that nothing herein shall require Alamos Comamtech to agree or consent to any increase in increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or SubcoComamtech’s obligations set forth in any such filed or served materials or under this Agreement.

Court Proceedings. Subject to the terms of this Agreement, Alamos the Buyer shall cooperate with and Subco will cooperate with, assist and consent to Xxxxxxxxx the Company in seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx to the Company on a timely basis any information reasonably required to be supplied by Alamos the Buyer in connection therewith. Xxxxxxxxx will The Company shall provide Alamos Counsel legal counsel to the Buyer 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 and will shall give reasonable consideration to all such comments provided that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefromcomments. Subject to applicable Law, Xxxxxxxxx the Company 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 as contemplated hereby by this Section 2.04 or with Alamosthe Buyer’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that that, nothing herein shall require Alamos the Buyer to agree or consent to any increase in consideration the Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subcothe Buyer’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. The Company shall also provide to the Buyer’s legal 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 shall 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 legal counsel to the Buyer 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 prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement.

Court Proceedings. Subject In connection with all Court proceedings relating to the terms of this Agreement, Alamos and Subco will cooperate with, assist and consent to Xxxxxxxxx seeking obtaining the Interim Order and the Final Order, including by providing Xxxxxxxxx on a timely basis any information required to be supplied by Alamos the Company shall diligently pursue, and cooperate with the Purchaser in connection therewith. Xxxxxxxxx diligently pursuing, the Interim Order and the Final Order and the Company will provide Alamos Counsel 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 the Purchaser for inclusion in such material, prior to the service and filing of that material, and will give accept the reasonable consideration comments of the Purchaser and its legal counsel with respect to all any such comments provided that all information relating solely required to Alamos be supplied by the Purchaser and included in such material shall be and any other matters contained therein. The Company will ensure that all material filed with the Court in form connection with the Arrangement is consistent in all material respects with the terms of this Agreement and substance satisfactory the Plan of Arrangement. In addition, the Company will not object to Alamoslegal counsel to 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. Xxxxxxxxx The Company will also provide Alamos Counsel legal counsel to the Purchaser on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx the Company or Xxxxxxxxx Counsel its legal counsel in respect of the application for the Interim Order or the 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 Final Order. Subject to applicable LawLaws, Xxxxxxxxx the Company will not file any material with 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 Alamosthe Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided that nothing herein shall require Alamos the Purchaser to agree or consent to any increase in increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Alamos the Purchaser’s obligations, or Subcodiminishes or limits the Purchaser’s obligations rights, set forth in any such filed or served materials or under this Agreement.

Court Proceedings. Subject to the terms of this Agreement, Alamos and Subco will cooperate with, assist and consent to Xxxxxxxxx seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx on a timely basis any information required to be supplied by Alamos in connection therewith. Xxxxxxxxx The Company will provide Alamos Counsel the Purchaser Parties 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 by providing on a timely basis a description of any information required to be supplied by the Purchaser Parties for inclusion in such material, prior to the service and filing of that material, and will give accept the reasonable consideration comments of the Purchaser Parties and their legal counsel. In addition, the Company will not object to all legal counsel to the Purchaser Parties making such comments 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 all information relating solely the Company is advised of the nature of any submissions on a timely basis prior to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonablythe hearing. Xxxxxxxxx The Company will also provide Alamos Counsel legal counsel to the Purchaser Parties on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose appearance and any evidence served on Xxxxxxxxx the Company or Xxxxxxxxx Counsel their legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to Except as required by applicable LawLaws, Xxxxxxxxx the Company 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 as contemplated hereby or with Alamos’s the Purchaser Parties’ prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided that nothing herein shall will require Alamos the Purchaser Parties to agree or consent to any increase in increased purchase price or other consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subco’s the Purchaser Parties’ obligations set forth in any such filed or served materials or under this Agreementmaterials.

Court Proceedings. Subject to the terms of this Agreement, Alamos Parent and Subco AcquisitionCo will cooperate with, with and assist and consent to Xxxxxxxxx the Company in seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx to the Company, on a timely basis basis, any information reasonably required to be supplied by Alamos Parent or AcquisitionCo in connection therewith. Xxxxxxxxx The Company will provide Alamos Counsel outside counsel to Parent and AcquisitionCo, as specified in Section 8.2(a), 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 provided that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefromcomments. Subject to applicable Law, Xxxxxxxxx the Company 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 as contemplated hereby by this Section 2.9 or with Alamos’s the prior written consentconsent of Parent and AcquisitionCo, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein in this Agreement shall require Alamos limit the Company’s ability to agree or consent take any and all steps, including the filing of all manner of documents with any Governmental Entity, to any increase in consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subco’s obligations set forth in any such filed or served materials or enforce its rights under this Agreement, including in connection with any dispute involving the Company and its Subsidiaries on the one hand and Parent and AcquisitionCo on the other hand. The Company shall also provide to outside counsel to Parent and AcquisitionCo, as specified in Section 8.2(a) and 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. With the Company’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed), legal counsel to Parent and AcquisitionCo may make 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 such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company 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, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall, subject to the terms of the Final Order or by Law, do so after notice to, and in consultation and cooperation with, Parent.

Court Proceedings. Subject to Applicable Laws, the terms of this Agreement, Alamos and Subco will cooperate with, assist and consent to Xxxxxxxxx seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx on a timely basis any information required to be supplied by Alamos in connection therewith. Xxxxxxxxx will provide Alamos 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 provided that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Xxxxxxxxx Company 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 as contemplated hereby by this Section 2.6 or with Alamosthe Acquiror’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Alamos the Acquiror to agree or consent to any increase in consideration the Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subcothe Acquiror’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement. The Company shall also provide to the Acquiror’s legal 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 legal counsel to the 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.

Court Proceedings. Subject to the terms of this Agreement, Alamos and Subco Eastmain will cooperate with, with and assist and consent to Xxxxxxxxx Auryn in seeking the Auryn Interim Order and the Auryn Final Order, including by providing Xxxxxxxxx Auryn on a timely basis any information reasonably required to be supplied by Alamos Eastmain in connection therewith. Xxxxxxxxx Auryn will provide Alamos Counsel legal counsel to Eastmain with reasonable opportunity to review and comment upon drafts of all material to be filed with the BC Court in connection with the Auryn Arrangement, and will give reasonable consideration to all such comments provided that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefromcomments. Subject to applicable Law, Xxxxxxxxx Auryn will not file any material with the BC Court in connection with the Auryn 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 AlamosEastmain’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that provided, that, nothing herein shall require Alamos Eastmain to agree or consent to any increase decrease in consideration Eastmain Securityholder Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or SubcoEastmain’s obligations set forth in any such filed or served materials or under this Agreement or the Auryn Arrangement. Auryn will ensure that all materials filed with the BC Court in connection with the Auryn Arrangement are consistent in all material respects with the terms of this Agreement and the Auryn Arrangement. Auryn will also oppose any proposal from any party that the Auryn Final Order contain any provision inconsistent with this Agreement, and, if at any time after the issuance of the Auryn Final Order and prior to the Effective Date, Auryn is required by the terms of the Auryn Final Order or by Law to return to BC Court with respect to the Auryn Final Order, it shall do so after notice to, and in consultation and cooperation with, Eastmain.

Court Proceedings. Subject In connection with all Court proceedings relating to the terms of this Agreement, Alamos and Subco will cooperate with, assist and consent to Xxxxxxxxx seeking obtaining the Interim Order and the Final Order, including by providing Xxxxxxxxx on a timely basis any information required to be supplied by Alamos the Corporation shall diligently pursue, and cooperate with the Purchasers in connection therewith. Xxxxxxxxx diligently pursuing, the Interim Order and the Final Order, and the Corporation will provide Alamos Counsel each Purchaser and its respective 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, prior to the service and filing of such materials, and will give accept the reasonable consideration comments of the Purchasers and their respective legal counsel with respect to all any information required to be supplied by the Purchasers and included in such comments provided materials. The Corporation will ensure that all information relating solely 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, the Corporation will not object to Alamos in legal counsel to either Purchaser making such material shall be in form submissions on the application for the Interim Order and substance satisfactory to Alamosthe Final Order as such counsel considers appropriate, acting reasonably, provided the relevant Purchaser advises the Corporation of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. Xxxxxxxxx The Corporation will also provide Alamos Counsel on a timely basis legal counsel to each Purchaser with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx the Corporation or Xxxxxxxxx Counsel its legal counsel in respect of the application for the Interim Order or the and 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 Final Order. Subject to applicable Law, Xxxxxxxxx The Corporation will not file any material materials with the Court in connection with the Arrangement or serve any such materialmaterials, and will not or agree to modify or amend any materials so filed or served, except as contemplated hereby by this Agreement or with Alamos’s the Purchasers’ prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided . The Corporation will oppose any proposal from any party that nothing herein shall require Alamos to agree or consent to the Final Order contain any increase in consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subco’s obligations set forth in any such filed or served materials or under 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 Purchasers.

Court Proceedings. Subject to the terms of this Agreement, Alamos and Subco NovaCopper will cooperate with, with and assist and consent to Xxxxxxxxx Sunward in seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx Sunward on a timely basis any information reasonably required to be supplied by Alamos NovaCopper in connection therewith. Xxxxxxxxx The material to be filed with the Court in connection with the Arrangement shall not be inconsistent with the provisions of this Agreement. Sunward will provide Alamos Counsel NovaCopper 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, and will give reasonable consideration to all such comments comments; provided that Sunward shall include all information relating solely comments of NovaCopper and its legal counsel as are required, in the reasonable judgment of NovaCopper and its legal counsel, to Alamos in such material shall be in form and substance satisfactory allow NovaCopper to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect rely upon the exemption from registration provided by Section 3(a)(10) of the application for U.S. Securities Act with respect to the Interim Order or issuance of the Final Order or any appeal therefromConsideration Shares and DSU Shares to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement. Subject to applicable Law, Xxxxxxxxx Sunward 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 as contemplated hereby by this Section 2.9 or with AlamosNovaCopper’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Alamos NovaCopper to agree or consent to any increase in consideration Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or SubcoNovaCopper’s obligations set forth in any such filed or served materials or under this AgreementAgreement or the Arrangement.

Court Proceedings. Subject to Each of the terms of this Agreement, Alamos and Subco will cooperate with, assist and consent to Xxxxxxxxx seeking the Interim Order Partnership Entities and the Final Order, including by providing Xxxxxxxxx on a timely basis any information required to be supplied by Alamos in connection therewith. Xxxxxxxxx Corporation will provide Alamos Counsel 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 the Purchaser for inclusion in such material, prior to the service and filing of that material, and will give reasonable consideration to all such comments of the Purchaser and its legal counsel. Each of the Partnership Entities and the Corporation 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, the agreements that it contemplates and the Plan of Arrangement. In addition, each of the Partnership Entities and the Corporation agree that it will not object to legal counsel to the Purchaser making submissions on behalf of the Purchaser on the application (and the hearing of the motion) for the Interim Order and the application (and the hearing of the motion) for the Final Order as such counsel considers appropriate, provided that all information relating solely the Partnership Entities and the Corporation are advised of the nature of any submissions prior to Alamos in the hearing and such material shall be in form submissions are consistent with this Agreement, the agreements that it contemplates and substance satisfactory to Alamos, acting reasonablythe Plan of Arrangement. Xxxxxxxxx Each of the Partnership Entities and the Corporation will also provide Alamos Counsel to legal counsel to the Purchaser on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx it or Xxxxxxxxx Counsel its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Xxxxxxxxx none of the Partnership Entities and the Corporation 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 as contemplated hereby or with Alamosthe Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Alamos the Purchaser to agree or consent to any increase in the consideration contemplated in connection with the Arrangement or other modification or amendment to such filed or served materials that expands or increases Alamos or Subcothe Purchaser’s obligations set forth in any such filed or served materials or under this Agreement or the Arrangement. The Partnership Entities and the Corporation 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 any of the Partnership Entities and/or the Corporation 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 any of the Partnership Entities and/or the Corporation 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. Each of the Partnership Entities and the Corporation will also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Arrangement Agreement, and, if at any time after the issuance of the Final Order and prior to the Effective Date, any of the Partnership Entities and/or the Corporation is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.

Court Proceedings. Subject to the terms of this Agreement, Alamos the Company shall cooperate with and Subco will cooperate with, assist 142 BC and consent to Xxxxxxxxx Acquireco in seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx to 142 BC on a timely basis any information reasonably required to be supplied by Alamos the Company in connection therewiththerewith as requested by 142 BC. Xxxxxxxxx will 142 BC shall provide Alamos Counsel 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, Arrangement and will shall give reasonable consideration to all such comments provided that all information relating solely to Alamos in such material shall be in form and substance satisfactory to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefromcomments. Subject to applicable Law, Xxxxxxxxx Acquireco 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 as contemplated hereby by this Section 2.04 or with Alamos’s the Company's prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that that, nothing herein shall require Alamos the Company to agree or consent to any increase decrease in consideration the Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subco’s obligations 142 BC's and Acquireco's rights set forth in any such filed or served materials or under this Agreement or the Arrangement. 142 BC and Acquireco shall, subject to applicable Law, oppose any proposal from any Person that 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 142 BC or Acquireco 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 142 BC 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. 142 BC and Acquireco shall 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, 142 BC and 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 Order as such counsel considers appropriate; provided that, 142 BC 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 the filing of all manner of documents with any Governmental Entity, to enforce its rights hereunder, including in connection with any dispute involving the Company, on the one hand, and 142 BC and Acquireco, together, on the other hand.

Court Proceedings. Subject (a) In connection with all Court proceedings relating to the terms of this Agreement, Alamos and Subco will cooperate with, assist and consent to Xxxxxxxxx seeking obtaining the Interim Order and the Final Order, including by providing Xxxxxxxxx on a timely basis any information required to be supplied by Alamos the Company shall diligently pursue, and cooperate with Spinco in connection therewith. Xxxxxxxxx diligently pursuing, the Interim Order and the Final Order, and the Company will provide Alamos Counsel Spinco 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, prior to the service and filing of such materials, and will give accept the reasonable consideration comments of Spinco and its legal counsel with respect to all such comments provided that all any information relating solely required to Alamos be supplied by Spinco and included in such material shall be in form and substance satisfactory to Alamos, acting reasonablymaterials. Xxxxxxxxx will also provide Alamos Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Xxxxxxxxx The Company will not file any material with the Court in connection with the Plan of Arrangement or serve any such material, and will not agree to modify or amend any materials so filed or served, except as contemplated hereby by this Agreement or with AlamosSpinco’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; , provided that nothing herein shall require Alamos Spinco is not required to agree or consent to any increase or variation in the form of the consideration payable hereunder or other modification or amendment to such filed or served materials that expands or increases Alamos its obligations, or Subco’s obligations diminishes or limits its rights, set forth in any such filed or served materials or under this AgreementAgreement or the Plan of Arrangement. In addition, the Company will not object to legal counsel to Spinco making such submissions on the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided Spinco advises the Company of the nature of any such submissions prior to the hearing and such submissions are consistent with this Agreement and the Plan of Arrangement. The Company will also provide legal counsel to Spinco with copies of any notice and evidence served on the Company or its legal counsel in respect of the application for the 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 Final Order. The Company shall also oppose any proposal from any party that the Final Order contain any provision inconsistent with this Agreement and the Plan of Arrangement 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 the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, Spinco.

Court Proceedings. Subject to the terms of this Agreement, Alamos Company will diligently pursue the Interim Order and Subco the Final Order and Acquiror will cooperate with, with and assist and consent to Xxxxxxxxx Company in seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx Company on a timely basis any information required to be supplied by Alamos Acquiror in connection therewith. Xxxxxxxxx Company will provide Alamos Counsel 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, and will give reasonable consideration to all such comments provided comments. Company will ensure that all information relating solely to Alamos material filed with the Court in such material shall be in form connection with the Arrangement is consistent with this Agreement and substance satisfactory to Alamos, acting reasonablythe Plan of Arrangement. Xxxxxxxxx Company will also provide Alamos Counsel Acquiror's legal counsel on a timely basis with copies of any appearance, response or other responsive material notice of appearance or notice of intent to oppose and any evidence served on Xxxxxxxxx Company or Xxxxxxxxx Counsel its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Xxxxxxxxx Company 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 as contemplated hereby or with Alamos’s Acquiror's prior written consent, such consent not to be unreasonably withheld, conditioned withheld or delayed; provided that nothing herein shall require Alamos Acquiror to agree or consent to any increase in consideration the Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos Acquiror's obligations or Subco’s obligations diminish Acquiror's rights set forth in this Agreement or in such materials. Company will oppose any such filed or served materials or under proposal from any Person that 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, Acquiror.

Court Proceedings. Subject to the terms of this Agreement, Alamos Eldorado and Subco will cooperate with, assist and consent to Xxxxxxxxx Brazauro seeking the Interim Order and the Final Order, including by providing Xxxxxxxxx Brazauro on a timely basis any information required to be supplied by Alamos Eldorado in connection therewith. Xxxxxxxxx Brazauro will provide Alamos Eldorado 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 provided that all information relating solely to Alamos Eldorado in such material shall be in form and substance satisfactory to Alamos, acting reasonablyEldorado. Xxxxxxxxx Brazauro will also provide Alamos Eldorado Counsel on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx Brazauro or Xxxxxxxxx Brazauro Counsel in respect of the application for the Interim Order or the Final Order or any appeal therefrom. Subject to applicable Law, Xxxxxxxxx Brazauro 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 as contemplated hereby or with AlamosEldorado’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided that nothing herein shall require Alamos Eldorado to agree or consent to any increase in consideration or other modification or amendment to such filed or served materials that expands or increases Alamos Eldorado or Subco’s obligations set forth in any such filed or served materials or under this Agreement.

Court Proceedings. Subject to the terms of this Agreement, Alamos and Subco The Purchaser will cooperate with, assist and consent to Xxxxxxxxx seeking assist, the Company in pursuing the Interim Order and the Final Order, including by providing Xxxxxxxxx the Company on a timely basis any information required to be supplied by Alamos the Purchaser in connection therewith. Xxxxxxxxx The Company will provide Alamos Counsel 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 ArrangementArrangement (including by 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 the Purchaser for inclusion in such material) and the Company will give reasonable consideration to all such comments, and will accept the reasonable comments provided of the Purchaser and its legal counsel with respect to any such materials. The Company will ensure that all information relating solely 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, the Company will not object to Alamos in legal counsel to the Purchaser making such material shall be in form and substance satisfactory to Alamos, acting reasonably. Xxxxxxxxx will also provide Alamos Counsel submissions on a timely basis with copies of any appearance, response or other responsive material or notice of intent to oppose and any evidence served on Xxxxxxxxx or Xxxxxxxxx Counsel in respect of the application for the Interim Order or and the application for the Final Order as such counsel considers appropriate, acting reasonably provided that such submissions are consistent in all material respects with this Agreement and the Plan of Arrangement. The Company will also provide the Purchaser’s legal counsel, on a timely basis, with copies of any notice, written or oral, indicating the intention of any appeal therefromPerson to appeal, or oppose the granting of, the Interim Order or Final Order. Subject to applicable Law, Xxxxxxxxx the Company 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 as contemplated hereby by this Section 2.6 or with Alamosthe Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed; provided provided, however, that nothing herein shall require Alamos the Purchaser to agree or consent to any increase in consideration the Consideration or other modification or amendment to such filed or served materials that expands or increases Alamos or Subcothe Purchaser’s obligations or diminishes or limits the Purchaser’s rights set forth in any such filed or served materials or under this Agreement or the Arrangement. The Company 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, the Company is required by the terms of the Final Order or by Law to return to Court with respect to the Final Order, it shall do so after notice to, and in consultation and cooperation with, the Purchaser.