Common use of Expenses and Expense Reimbursement Clause in Contracts

Expenses and Expense Reimbursement. (1) Subject to this Section 6.4, all out-of-pocket third party transaction expenses incurred in connection with this Agreement, the Amendment and the Amended Plan of Arrangement and the transactions contemplated hereunder and thereunder, including all costs, expenses and fees of a Party incurred prior to or after the Amendment Time in connection with, or incidental to, the Amended Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Amended Arrangement is consummated. (2) If this Agreement is terminated by the Purchaser pursuant to: (a) Section 6.2(1)(c) [Change in Recommendation]; or (b) Section 6.2(1)(b) [Failure to Obtain Required Shareholder Approval], provided that the Purchaser was, prior to the Meeting, entitled to terminate this Agreement pursuant to Section 6.2(1)(c) [Change in Recommendation], then the Company shall, within two Business Days of such termination, pay or cause to be paid to the Purchaser by wire of immediately available funds, the Termination Expense Reimbursement; provided that the Company shall not be required to pay the Termination Expense Reimbursement to the Purchaser in the event that a Change in Recommendation was made by the Company Board as a result of a Purchaser Material Adverse Effect. (3) The payment of the Termination Expense Reimbursement pursuant to this Section 6.4 shall be liquidated damages and shall preclude the Purchaser from seeking damages and pursuing any other remedies that it may have in respect of losses incurred or suffered by it as a result of failure by the Company to perform any covenant or satisfy any condition set out in this Agreement. (4) The Company confirms that other than the fees disclosed to the Purchaser in writing prior to the date hereof, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

Expenses and Expense Reimbursement. (1) Subject to this Section 6.48.3, all out-of-pocket third party transaction expenses incurred in connection with this Agreement, the Amendment Agreement and the Amended Plan of Arrangement and the transactions contemplated hereunder and thereunder, including all costs, expenses and fees of a Party the Company incurred prior to or after the Amendment Effective Time in connection with, or incidental to, the Amended Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Amended Arrangement is consummated. (2) If this Agreement is terminated by the Purchaser pursuant to: (a) Section 6.2(1)(c) [Change in Recommendation]; or (b) Section 6.2(1)(b) [Failure to Obtain Required Shareholder Approval], provided that the Purchaser was, prior to the Meeting, entitled to terminate this Agreement Company pursuant to Section 6.2(1)(c7.2(1)(c)(i), then the Purchaser shall, within two Business Days of such termination, pay or cause to be paid to the Company by wire transfer of immediately available funds, the Expense Reimbursement Fee. (3) [Change in Recommendation]If this Agreement is terminated by the Purchaser pursuant to Section 7.2(d)(i), then the Company shall, within two Business Days of such termination, pay or cause to be paid to the Purchaser by wire of immediately available funds, the Termination Expense Reimbursement; provided that the Company shall not be required to pay the Termination Expense Reimbursement to the Purchaser in the event that a Change in Recommendation was made by the Company Board as a result of a Purchaser Material Adverse EffectFee. (34) If this Agreement is terminated by either Party pursuant to Section 7.2(1)(b)(ii), then the Purchaser shall, within two (2) Business Days of such termination, pay or cause to be paid to the Company by wire transfer of immediately available funds the Expense Reimbursement Fee. (5) The payment of the Termination Expense Reimbursement Fee pursuant to this Section 6.4 8.3 shall be liquidated damages and shall not preclude the Purchaser Company, or the Purchaser, as applicable, from seeking damages and pursuing any and all other remedies that it may have in respect of losses incurred or suffered by it as a result of breach by the Company or the Purchaser, as applicable, of any representation or warranty, or failure by the Company or the Purchaser, as applicable, to perform any covenant or satisfy any condition set out in this Agreementcondition. (46) The Company confirms that other than the fees disclosed to in Section (ff) of the Purchaser in writing prior to the date hereofCompany Disclosure Letter, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

Expenses and Expense Reimbursement. (1) Subject to Except as expressly otherwise provided in this Agreement including in Section 6.48.3(2), all out-of-pocket third party transaction expenses incurred in connection with this Agreement, the Amendment Agreement and the Amended Plan of Arrangement and the transactions contemplated hereunder and thereunder, including all costs, expenses and fees of a Party the Company incurred prior to or after the Amendment Effective Time in connection with, or incidental to, the Amended Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Amended Arrangement is consummated. Notwithstanding the foregoing, in connection with the transactions contemplated by this Agreement, the Purchaser and the Company will each pay 50% of the initial filing fee payable to a Governmental Entity for the initial submission, if required, of the notification and report form under the HSR Act. (2) If In addition to the rights of the Purchaser under Section 8.2, if this Agreement is terminated by either the Company or the Purchaser pursuant to: (a) to Section 6.2(1)(c) [Change in Recommendation]; or (b) Section 6.2(1)(b7.2(1)(b)(i) [Failure to Obtain of Required Shareholder Approval], provided that the Purchaser was, prior to the Meeting, entitled to terminate this Agreement pursuant to Section 6.2(1)(c) [Change in Recommendation], then the Company shall, shall within two Business Days of such termination, pay or cause to be paid to the Purchaser (or as the Purchaser may direct by notice in writing), by wire transfer of immediately available fundsfunds to an account designated by the Purchaser, the Termination Expense Reimbursement; an expense reimbursement fee equal to actual expenses incurred up to a maximum of USD$1,000,000, provided that no such expense reimbursement fee shall be payable if a Purchaser Material Adverse Effect has occurred having regard to the collar provisions in the Exchange Ratio. In no event shall the Company shall not be required to pay under Section 8.2, on the Termination Expense Reimbursement to one hand, and this Section 8.3(2), on the Purchaser other hand, in the event that a Change aggregate, an amount in Recommendation was made by excess of the Company Board as a result of a Purchaser Material Adverse EffectTermination Fee. (3) The payment of the Termination Expense Reimbursement pursuant to this Section 6.4 shall be liquidated damages and shall preclude the Purchaser from seeking damages and pursuing any other remedies that it may have in respect of losses incurred or suffered by it as a result of failure by the Company to perform any covenant or satisfy any condition set out in this Agreement. (4) The Company confirms that other than the fees disclosed to in Section 8.3(3) of the Purchaser in writing prior to the date hereofCompany Disclosure Letter, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

Expenses and Expense Reimbursement. (1) Subject to this Section 6.48.6(2) and Section 4.14, all out-of-pocket third party transaction expenses incurred in connection with this Agreement, the Amendment Agreement and the Amended Plan of Arrangement and the transactions contemplated hereunder and thereunderArrangement, including all costs, expenses and fees of a Party the Company incurred prior to or after the Amendment Time Effective Date in connection with, or incidental to, the Amended Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Amended Arrangement is consummated. (2) If In addition to the rights of the Purchaser under Section 8.4(3), if this Agreement is terminated by the Purchaser pursuant to: (a) Section 6.2(1)(c) [Change in Recommendation]; or (b) Section 6.2(1)(b) [Failure to Obtain Required Shareholder Approval], provided that the Purchaser was, prior to the Meeting, entitled to terminate this Agreement pursuant to Section 6.2(1)(c8.2(1)(d)(i) [Change in Recommendation](Breach of Reps and Warranties or Covenants by Company), then the Company shall, within two (2) Business Days of such termination, pay or cause to be paid to the Purchaser by wire transfer of immediately available funds, funds the Termination Expense Reimbursement; provided that Reimbursement Fee. In addition to the rights of the Company shall not be required to pay the Termination Expense Reimbursement to the Purchaser in the event that a Change in Recommendation was made under Section 8.5(3), if this Agreement is terminated by the Company Board as a result pursuant to Section 8.2(1)(c)(i) (Breach of a Reps and Warranties or Covenants by Purchaser), then the Purchaser Material Adverse Effectshall, within two (2) Business Days of such termination, pay or cause to be paid to the Company by wire transfer of immediately available funds the Expense Reimbursement Fee. (3) If this Agreement is terminated pursuant to Section 8.2(1)(b)(i) then the Company shall, within two (2) Business Days of such termination, pay or cause to be paid to the Purchaser by wire transfer of immediately available funds the Expense Reimbursement Fee. (4) If this Agreement is terminated pursuant to Section 8.2(1)(b)(ii) then the Purchaser shall, within two (2) Business Days of such termination, pay or cause to be paid to the Company by wire transfer of immediately available funds the Expense Reimbursement Fee. (5) The payment of the Termination Expense Reimbursement Fee pursuant to this Section 6.4 8.6(2) shall be liquidated damages and shall not preclude the Purchaser a Party from seeking damages and pursuing any and all other remedies that it may have in respect of losses incurred or suffered by it such as a result of any breach of any representation or warranty or failure by the Company to perform any covenant or satisfy agreement on the part of any condition set out in this Agreementother Party. (4) The Company confirms that other than the fees disclosed to the Purchaser in writing prior to the date hereof, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

Expenses and Expense Reimbursement. (1) Subject to this Section 6.48.3(2) and Section 8.3(3), and except as hereinafter provided, all out-of-pocket third party transaction expenses incurred in connection with this Agreement, the Amendment Agreement and the Amended Plan of Arrangement and the transactions contemplated hereunder and thereunderArrangement, including all costs, expenses and fees of a Party incurred prior to or after the Amendment Time Effective Date in connection with, or incidental to, the Amended Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Amended Arrangement is consummated; provided that (a) the filing fees in connection with the application for Competition Act Approval shall be borne solely by the Purchaser; and (b) the legal fees and costs incurred to update the title opinion of the Company’s legal counsel, XxXxxxxx LLP, dated November 5, 2015 addressed to the Purchaser and relating to the properties of the Company shall be borne by the Purchaser. (2) If In addition to the rights of the Purchaser under Section 8.2(2), if applicable, if this Agreement is terminated by the Purchaser pursuant to: (a) Section 6.2(1)(c) [Change in Recommendation]; or (b) Section 6.2(1)(b) [Failure to Obtain Required Shareholder Approval], provided that the Purchaser was, prior to the Meeting, entitled to terminate this Agreement pursuant to Section 6.2(1)(c) [Change in Recommendation]7.2(1)(b)(ii), then the Company shall, within two three (3) Business Days of such termination, pay or cause to be paid to the Purchaser by wire transfer of immediately available fundsfunds an expense reimbursement fee of $1,000,000, the which amount shall be deducted from any Company Termination Expense Reimbursement; provided that the Company shall not Fee which may thereafter be required to pay the Termination Expense Reimbursement payable to the Purchaser in the event that a Change in Recommendation was made by the Company Board as a result of a Purchaser Material Adverse Effectpursuant to this Agreement. (3) The payment In addition to the rights of the Company under Section 8.2(3), if applicable, if this Agreement is terminated pursuant to Section 7.2(1)(b)(i), then the Purchaser shall, within three (3) Business Days of such termination, pay or cause to be paid to the Company by wire transfer of immediately available funds an expense reimbursement fee of $1,000,000, which amount shall be deducted from any Purchaser Termination Expense Reimbursement Fee which may thereafter be payable to the Company pursuant to this Section 6.4 shall be liquidated damages and shall preclude the Purchaser from seeking damages and pursuing any other remedies that it may have in respect of losses incurred or suffered by it as a result of failure by the Company to perform any covenant or satisfy any condition set out in this Agreement. (4) The Company confirms that other than the fees disclosed to the Purchaser in writing prior to the date hereof, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

Expenses and Expense Reimbursement. (1) Subject Except as provided in Section 4.5(4), and subject to this Section 6.47.5(2), all out-of-pocket third party transaction expenses incurred in connection with this Agreement, the Amendment Agreement and the Amended Plan of Arrangement and the transactions contemplated hereunder and thereunderArrangement, including all costs, expenses and fees of a Party the Company incurred prior to or after the Amendment Time Effective Date in connection with, or incidental to, the Amended Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Amended Arrangement is consummated. (2) If In addition to the rights of the Purchaser under Section 7.4(3), if this Agreement is terminated by the Purchaser pursuant toto Section 7.2(1)(d)(i) [Company Reps, and Warranties and Covenants Condition], then: (a) Section 6.2(1)(c) [Change in Recommendation]; or (b) Section 6.2(1)(b) [Failure to Obtain Required Shareholder Approval]if, provided that within 30 days following any such termination of this Agreement, the Purchaser was, prior delivers written notice to the Meeting, entitled Company that it elects to terminate be paid an expense reimbursement fee in accordance with this Agreement pursuant to Section 6.2(1)(c) [Change in Recommendation]7.5(2)(a), then the Company shall, within two (2) Business Days of such terminationnotice, pay or cause to be paid to the Purchaser by wire transfer of immediately available funds, the Termination Expense Reimbursement; provided funds an expense reimbursement fee of $1,500,000 and that the Company shall not payment of such amount will be required to pay the Termination Expense Reimbursement sole monetary remedy available to the Purchaser in the event that a Change in Recommendation was made by the Company Board and Acquireco as a result of a Purchaser Material Adverse Effect.any breach of any representation or warranty or failure to perform any covenant or agreement on the part of the Company; or (3b) The payment if, within 30 days following any such termination of this Agreement, the Termination Expense Reimbursement pursuant Purchaser does not deliver written notice to the Company that it elects to be paid an expense reimbursement fee in accordance with this Section 6.4 7.5(2)(a), the Purchaser and/or Acquireco shall be liquidated entitled to seek damages and shall preclude the Purchaser from seeking damages pursuant any and pursuing any all other remedies that it may have in respect of losses incurred or suffered by it such Party as a result of any breach of any representation or warranty or failure by the Company to perform any covenant or satisfy any condition set out in this Agreementagreement on the part of the Company. (4) The Company confirms that other than the fees disclosed to the Purchaser in writing prior to the date hereof, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

Expenses and Expense Reimbursement. (1) Subject to this Section 6.47.3(2), all out-of-pocket third party transaction expenses incurred in connection with this Agreement, the Amendment Agreement and the Amended Plan of Arrangement and the transactions contemplated hereunder and thereunderArrangement, including all costs, expenses and fees of a Party the Company incurred prior to or after the Amendment Time Effective Date in connection with, or incidental to, the Amended Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Amended Arrangement is consummated. (2) If In addition to the rights of the Purchaser under Section 8.2, if this Agreement is terminated by the Purchaser pursuant to: (a) Section 6.2(1)(c) [Change in Recommendation]; or (b) Section 6.2(1)(b) [Failure to Obtain Required Shareholder Approval], provided that the Purchaser was, prior to the Meeting, entitled to terminate this Agreement pursuant to Section 6.2(1)(c7.2(d)(i) [Change in Recommendation](Breach of Reps and Warranties or Covenants by Company), then the Company shall, within two (2) Business Days of such termination, pay or cause to be paid to the Purchaser by wire transfer of immediately available funds, funds the Termination Expense Reimbursement; provided that Reimbursement Fee. If this Agreement is terminated by the Company shall not pursuant to Section 7.2(c)(i) (Breach of Reps and Warranties or Covenants by Purchaser), then the Purchaser shall, within two (2) Business Days of such termination, pay or cause to be required paid to pay the Termination Company by wire transfer of immediately available funds the Expense Reimbursement Fee. For greater certainty, no Expense Reimbursement Fee pursuant to this Section 7.3(2) shall be payable to the Purchaser in the event that if a Change in Recommendation was made by the Company Board as a result of a Purchaser Material Adverse EffectTermination Fee is paid to it under Section 8.2. (3) The Subject to Section 8.2, if applicable, the payment of the Termination Expense Reimbursement Fee pursuant to Section 7.3(2) is the sole monetary remedy of a Party if this Agreement is terminated as contemplated and the Expense Reimbursement Fee is payable as contemplated in Section 6.4 7.3(2) provided however that this limitation shall be liquidated damages and not apply in the event of a termination pursuant to Section 7.2(d)(i) or Section 7.2(c)(i), as applicable, due to a Wilful Breach of the Party making such Expense Reimbursement Free Payment, in which case the payment of the Expense Reimbursement Fee shall not preclude the Purchaser a Party from seeking damages and pursuing any and all other remedies that it may have in respect of losses incurred or suffered by it such as a result of any breach of any representation or warranty or failure by the Company to perform any covenant or satisfy agreement on the part of any condition set out in this Agreementother Party. (4) The Company confirms that other than the fees disclosed to the Purchaser in writing prior to the date hereof, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

Expenses and Expense Reimbursement. (1) Subject to this Section 6.47.5(2), all out-of-pocket third party transaction expenses incurred in connection with this Agreement, the Amendment Agreement and the Amended Plan of Arrangement and the transactions contemplated hereunder and thereunderArrangement, including all costs, expenses and fees of a Party the Company incurred prior to or after the Amendment Time Effective Date in connection with, or incidental to, the Amended Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Amended Arrangement is consummated. (2) If In addition to the rights of the Purchaser under Section 7.4(3), if this Agreement is terminated by the Purchaser pursuant to: (a) Section 6.2(1)(c) [Change in Recommendation]; or (b) Section 6.2(1)(b) [Failure to Obtain Required Shareholder Approval], provided that the Purchaser was, prior to the Meeting, entitled to terminate this Agreement pursuant to Section 6.2(1)(c7.2(1)(d)(i) [Change in Recommendation](Breach of Reps and Warranties or Covenants by Company), then the Company shall, within two (2) Business Days of such termination, pay or cause to be paid to the Purchaser by wire transfer of immediately available funds, funds the Termination Expense Reimbursement; provided that Reimbursement Fee. If this Agreement is terminated by the Company shall not pursuant to Section 7.2(1)(c)(i) (Breach of Reps and Warranties or Covenants by Purchaser) or Section 7.2(1)(c)(iv) (Purchaser Change in Recommendation), then the Purchaser shall, within two (2) Business Days of such termination, pay or cause to be required paid to pay the Termination Company by wire transfer of immediately available funds the Expense Reimbursement Fee. If this Agreement is terminated pursuant to Section 7.2(1)(b)(i) (Failure to obtain Required Approval) then the Company shall, within two (2) Business Days of such termination, pay or cause to be paid to the Purchaser in by wire transfer of immediately available funds the event that a Change in Recommendation was made by the Company Board as a result of a Purchaser Material Adverse EffectExpense Reimbursement Fee. (3) The payment of the Termination Expense Reimbursement Fee pursuant to this Section 6.4 7.5(2) shall be liquidated damages and shall not preclude the Purchaser a Party from seeking damages and pursuing any and all other remedies that it may have in respect of losses incurred or suffered by it such as a result of any breach of any representation or warranty or failure by the Company to perform any covenant or satisfy agreement on the part of any condition set out in this Agreementother Party. (4) The Company confirms that other than the fees disclosed to the Purchaser in writing prior to the date hereof, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

Expenses and Expense Reimbursement. (1) Subject to this Section 6.48.3(2) and Section 8.3(3), all out-of-pocket third party transaction expenses incurred in connection with this Agreement, the Amendment Agreement and the Amended Plan of Arrangement and the transactions contemplated hereunder and thereunderArrangement, including all costs, expenses and fees of a Party the Company incurred prior to or after the Amendment Time Effective Date in connection with, or incidental to, the Amended Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Amended Arrangement is consummated. (2) If no Termination Fee is paid, and this Agreement is terminated by the Purchaser pursuant to: (a) Section 6.2(1)(c) [Change in Recommendation]; or (b) Section 6.2(1)(b) [Failure to Obtain Required Shareholder Approval], provided that Company or the Purchaser was, prior to the Meeting, entitled to terminate this Agreement pursuant to Section 6.2(1)(c7.2(1)(b)(iii) [Change (Termination for expiry of the Outside Date) in Recommendation]circumstances other than where the Competition Act Approval was not made, given or obtained or a Purchaser Material Adverse Effect has occurred, or by the Purchaser pursuant to Section 7.2(1)(d)(i) (Termination for breach), or Section 7.2(1)(d)(iv) (Termination for Material Adverse Effect), then within three (3) Business Days of such termination, the Purchaser will provide copies of invoices relating to all out-of-pocket expenses reasonably accrued or paid by the Purchaser in connection with the Arrangement, and the Company shall, within two (2) Business Days of receipt of such termination, invoices pay or cause to be paid to the Purchaser by wire transfer of immediately available funds, the Termination Expense Reimbursement; provided that the Company shall not be required aggregate amount of such invoices, up to pay the Termination Expense Reimbursement to the Purchaser in the event that a Change in Recommendation was made by the Company Board as a result maximum of a Purchaser Material Adverse Effect$1,500,000. (3) The payment If this Agreement is terminated by the Purchaser pursuant to Section 7.2(1)(b)(iii) (Termination for expiry of the Termination Expense Reimbursement pursuant to this Section 6.4 shall be liquidated damages and shall preclude the Purchaser from seeking damages and pursuing any other remedies that it may have in respect of losses incurred or suffered by it Outside Date) as a result of failure either (a) the Competition Act Approval not having been made, given or obtained on terms acceptable to the Purchaser, acting reasonably, or (b) a Purchaser Material Adverse Effect having occurred, then within three (3) Business Days of such termination, the Company will provide copies of invoices relating to all out-of-pocket expenses reasonably accrued or paid by the Company to perform any covenant or satisfy any condition set out in this Agreement. (4) The Company confirms that other than the fees disclosed to the Purchaser in writing prior to the date hereof, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated Arrangement, and the Purchaser shall, within two (2) Business Days of receipt of such invoices, pay or cause to be paid to the Company by this Agreementwire transfer of immediately available funds, the aggregate amount of such invoices, up to a maximum of $1,000,000.

Expenses and Expense Reimbursement. (1) Subject to Except as expressly otherwise provided in this Agreement including in Section 6.48.3(2), all out-of-pocket third party transaction expenses incurred in connection with this Agreement, the Amendment Agreement and the Amended Plan of Arrangement and the transactions contemplated hereunder and thereunder, including all costs, expenses and fees of a Party the Company incurred prior to or after the Amendment Effective Time in connection with, or incidental to, the Amended Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Amended Arrangement is consummated. Notwithstanding the foregoing, in connection with the transactions contemplated by this Agreement, the Purchaser and the Company will each pay 50% of the initial filing fee payable to a Governmental Entity for the initial submission of the notification and report form under the HSR Act. (2) If In addition to the rights of the Purchaser under Section 8.2, if this Agreement is terminated by either the Company or the Purchaser pursuant to: (a) to Section 6.2(1)(c) [Change in Recommendation]; or (b) Section 6.2(1)(b7.2(1)(b)(i) [Failure to Obtain of Required Shareholder Approval], provided that the Purchaser was, prior to the Meeting, entitled to terminate this Agreement pursuant to Section 6.2(1)(c) [Change in Recommendation], then the Company shall, shall within two Business Days of such termination, pay or cause to be paid to the Purchaser (or as the Purchaser may direct by notice in writing), by wire transfer of immediately available fundsfunds to an account designated by the Purchaser, the Termination Expense Reimbursement; an expense reimbursement fee equal to actual expenses incurred up to a maximum of US$1,750,000, provided that no such expense reimbursement fee shall be payable if a Purchaser Material Adverse Effect has occurred having regard to the collar provisions in the Exchange Ratio. In no event shall the Company shall not be required to pay under Section 8.2, on the one hand, and this Section 8.3(2), on the other hand, in the aggregate, an amount in excess of the Termination Expense Reimbursement to the Purchaser in the event that a Change in Recommendation was made by the Company Board as a result of a Purchaser Material Adverse EffectFee. (3) The payment of the Termination Expense Reimbursement pursuant to this Section 6.4 shall be liquidated damages and shall preclude the Purchaser from seeking damages and pursuing any other remedies that it may have in respect of losses incurred or suffered by it as a result of failure by the Company to perform any covenant or satisfy any condition set out in this Agreement. (4) The Company confirms that other than the fees disclosed to in Section 8.3(3) of the Purchaser in writing prior to the date hereofCompany Disclosure Letter, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

Expenses and Expense Reimbursement. (1) Subject to this Section 6.48.3(2) and Section 8.3(3), all out-of-pocket third party transaction expenses incurred in connection with this Agreement, the Amendment Agreement and the Amended Plan of Arrangement and the transactions contemplated hereunder and thereunderArrangement, including all costs, expenses and fees of a Party the Company incurred prior to or after the Amendment Time Effective Date in connection with, or incidental to, the Amended Plan of Arrangement, shall be paid by the Party incurring such expenses, whether or not the Amended Arrangement is consummated. (2) If no Termination Fee is paid, and this Agreement is terminated by the Purchaser pursuant to: (a) Section 6.2(1)(c) [Change in Recommendation]; or (b) Section 6.2(1)(b) [Failure to Obtain Required Shareholder Approval], provided that Company or the Purchaser was, prior to the Meeting, entitled to terminate this Agreement pursuant to Section 6.2(1)(c7.2(1)(b)(iii) [Change (Termination for expiry of the Outside Date) in Recommendation]circumstances other than where the Competition Act Approval was not made, given or obtained or a Purchaser Material Adverse Effect has occurred, or by the Purchaser pursuant to Section 7.2(1)(d)(i) (Termination for breach), or Section 7.2(1)(d)(iv) (Termination for Material Adverse Effect), then within three (3) Business Days of such termination, the Purchaser will provide copies of invoices relating to all out-of-pocket expenses reasonably accrued or paid by the Purchaser in connection with the Arrangement, and the Company shall, within two (2) Business Days of receipt of such termination, invoices pay or cause to be paid to the Purchaser by wire transfer of immediately available funds, the Termination Expense Reimbursement; provided that the Company shall not be required aggregate amount of such invoices, up to pay the Termination Expense Reimbursement to the Purchaser in the event that a Change in Recommendation was made by the Company Board as a result maximum of a Purchaser Material Adverse Effect$1,500,000. (3) The payment If this Agreement is terminated by the Purchaser pursuant to Section 7.2(1)(b)(iii) (Termination for expiry of the Termination Expense Reimbursement pursuant to this Section 6.4 shall be liquidated damages and shall preclude the Purchaser from seeking damages and pursuing any other remedies that it may have in respect of losses incurred or suffered by it Outside Date) as a result of failure either (a) the Competition Act Approval not having been made, given or obtained on terms acceptable to the Purchaser, acting reasonably, or (b) a Purchaser Material Adverse Effect having - 50 - occurred, then within three (3) Business Days of such termination, the Company will provide copies of invoices relating to all out-of-pocket expenses reasonably accrued or paid by the Company to perform any covenant or satisfy any condition set out in this Agreement. (4) The Company confirms that other than the fees disclosed to the Purchaser in writing prior to the date hereof, no broker, finder or investment banker is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated Arrangement, and the Purchaser shall, within two (2) Business Days of receipt of such invoices, pay or cause to be paid to the Company by this Agreementwire transfer of immediately available funds, the aggregate amount of such invoices, up to a maximum of $1,000,000.