Common use of Failure to Renounce Clause in Contracts

Failure to Renounce. If the Corporation does not renounce to the Purchaser, effective on or before December 31, 2012, Resource Expenses equal to the Commitment Amount in accordance with this Agreement, the Corporation shall indemnify and hold harmless the Purchaser and each of the partners thereof if the Purchaser is a partnership or a limited partnership (for the purposes of this paragraph each an “Indemnified Person”) as to, and pay in settlement thereof to the Indemnified Person on or before the twentieth Business Day following the date the amount is finally determined, an amount equal to the amount of any tax (within the meaning of paragraph 6202.1(5)(b) of the regulations to the Tax Act as subsection 6202.1(5) of the regulations currently reads or paragraph 6202.1(5)(c) of the regulations to the Tax Act as subsection 6202.1(5) is currently proposed to be amended) payable under the Tax Act (and under any corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. If the amount renounced to the Purchaser is reduced pursuant to subsection 66(12.73) of the Tax Act, the Corporation shall indemnify and hold harmless each Indemnified Person as to, and pay in settlement thereof to the Indemnified Person, an amount equal to the amount of any tax (within the meaning of subparagraph 6202.1(5)(b) of the regulations to the Tax Act or within the meaning of proposed subparagraph 6202.1(5)(c) of the regulations to the Tax Act) payable under the Tax Act (and under any corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction, provided that nothing in this paragraph shall derogate from any rights or remedies the Purchaser may have at common law with respect to liabilities other than those payable under the Tax Act and any corresponding provincial legislation. For certainty, the foregoing indemnity shall have no force or effect to the extent that such indemnity would otherwise cause the Flow-Through Shares to be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act.

Failure to Renounce. If the Corporation Company does not incur on or before the Termination Date and renounce to the Purchaser, effective on or before December 31, 20122021, Resource Qualifying Expenses equal to the Commitment Amount in accordance with this AgreementFlow- Through Funds, the Corporation Company shall indemnify and hold harmless the Purchaser and each of the partners thereof if the Purchaser is a partnership or a limited partnership (for the purposes of this paragraph each an “Indemnified Person”) as to, and pay in settlement thereof to the Indemnified Person on or before the twentieth Business Day following the date the amount is finally determined, an amount equal to the amount of any tax (within the meaning of paragraph 6202.1(5)(b) of the regulations to the Tax Act as subsection 6202.1(5) of the regulations currently reads or paragraph 6202.1(5)(c) of the regulations to the Tax Act as subsection 6202.1(5) is currently proposed to be amended) payable under the Tax Act (and under any corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. If the amount renounced to the Purchaser is reduced pursuant to subsection 66(12.73) of the Tax Act, the Corporation shall indemnify and hold harmless each Indemnified Person as to, and pay in settlement thereof to the Indemnified Person, an amount equal to the amount of any tax (within the meaning of subparagraph 6202.1(5)(bparagraph (c) of the definition of “excluded obligation” in subsection 6202.1(5) of the regulations to the Tax Act ITA) payable under the ITA (and under any corresponding provincial legislation) by any Indemnified Person as a consequence of such failure, which payment shall be made within 20 business days following the Termination Date. In the event that the CRA (or any similar provincial tax authority) reduces the amount renounced by the Company to the Purchaser pursuant to subsection 66(12.73) of the ITA (or any corresponding provincial legislation), the Company shall indemnify and hold harmless each Indemnified Person as to, and pay to the Indemnified Person, an amount equal to the amount of any tax (within the meaning of proposed subparagraph 6202.1(5)(cparagraph (c) of the definition of “excluded obligation” in subsection 6202.1(5) of the regulations to the Tax ActITA) payable under the Tax Act ITA (and under any corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction, provided that nothing in this paragraph which payment shall derogate from any rights or remedies be made within 20 business days once the Purchaser may have at common law with respect to liabilities other than those payable under the Tax Act and any corresponding provincial legislationamount is definitively defined. For certainty, the foregoing indemnity shall have no force or effect and the Purchaser shall not have any recourse or rights of action to the extent that such indemnity indemnity, recourse or rights of action would otherwise cause the Flow-Through FT Shares to be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax ActITA.

Failure to Renounce. If the Corporation Issuer does not incur by the Termination Date, and renounce to the any Purchaser, effective on or before December 31, 2012, Resource Expenses 2014 Qualifying Expenditures equal to the Commitment Amount in accordance with this Agreementof such Purchaser, the Corporation Issuer shall indemnify and hold harmless the such Purchaser and each of the partners thereof if the such Purchaser is a partnership or a limited partnership (for the purposes of this paragraph each an “Indemnified Person”) as to, and pay in settlement thereof to the Indemnified Person on or before the twentieth Business Day following the date the amount is finally determined, Termination Date an amount equal to the amount of any tax (payable within the meaning of paragraph 6202.1(5)(b(c) of the definition of “excluded obligation” in subsection 6202.1(5) of the regulations to the Tax Act as subsection 6202.1(5Act) of the regulations currently reads or paragraph 6202.1(5)(c) of the regulations to the Tax Act as subsection 6202.1(5) is currently proposed to be amended) payable under the Tax Act (and under any corresponding provincial legislationthe laws of a province) by any Indemnified Person as a consequence of such failure. If In the event that the amount renounced by the Issuer to the a Purchaser is reduced pursuant to subsection 66(12.73) of the Tax ActAct (or the corresponding laws of a province), the Corporation Issuer shall indemnify and hold harmless each Indemnified Person as to, and pay in settlement thereof to the Indemnified Person, Person an amount equal to the amount of any tax payable (within the meaning of subparagraph 6202.1(5)(bparagraph (c) of the regulations to the Tax Act or within the meaning definition of proposed subparagraph 6202.1(5)(c“excluded obligation” in subsection 6202.1(5) of the regulations to the Tax Act) payable under the Tax Act (and under any corresponding provincial legislationthe laws of a province ) by the Indemnified Person as a consequence of such reduction, ; provided that nothing in this paragraph shall derogate from any rights or remedies that any of the Purchaser Purchasers may have at common law with respect to liabilities other than those payable under the Tax Act and any corresponding provincial legislation. For certainty, the foregoing indemnity shall have no force or effect to the extent that such indemnity would otherwise cause the Flow-Through Shares to be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act.

Failure to Renounce. If the Corporation Issuer does not renounce to the Purchaser, effective on or before December 31, 20122014, Resource Qualifying Expenses equal to the Commitment Amount Amount, and provided that the Purchaser is not in accordance with breach of any of its material representations, warranties or covenants under this Agreement, the Corporation Issuer shall indemnify and hold harmless the Purchaser and each of the partners thereof if the Purchaser is a partnership or a limited partnership (for the purposes of this paragraph each an “Indemnified Person”) as to, and pay in settlement thereof to the Indemnified Person on or before the twentieth Business Day following the date day on which the amount is finally definitely determined, an amount equal to the amount of any tax (within the meaning of paragraph 6202.1(5)(b(c) of the definition of “excluded obligation” in subsection 6202.1(5) of the regulations to the Tax Act as subsection 6202.1(5) of the regulations currently reads or paragraph 6202.1(5)(c) of the regulations to the Tax Act as subsection 6202.1(5) is currently proposed to be amendedAct) payable under the Tax Act (and under any corresponding provincial legislation) by any Indemnified Person as a consequence of such failure. If In the event that the amount renounced by the Issuer to the Purchaser is reduced pursuant to subsection 66(12.73) of the Tax ActAct (or any corresponding provincial legislation), the Corporation Issuer shall indemnify and hold harmless each Indemnified Person as to, and pay in settlement thereof to the Indemnified PersonPerson on or before the twentieth Business Day following the day on which the amount is definitely determined, an amount equal to the amount of any tax (within the meaning of subparagraph 6202.1(5)(bparagraph (c) of the regulations to the Tax Act or within the meaning definition of proposed subparagraph 6202.1(5)(c“excluded obligation” in subsection 6202.1(5) of the regulations to the Tax Act) payable under the Tax Act (and under any corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction, provided that nothing in this paragraph shall derogate from any rights or remedies the Purchaser may have at common law with respect to liabilities other than those payable under the Tax Act and any corresponding provincial legislation. For certainty, the foregoing indemnity shall have no force or effect and the Purchaser shall not have any recourse or rights of action to the extent that such indemnity indemnity, recourse or rights of action would otherwise cause the Flow-Through FT Shares to be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Act.

Failure to Renounce. If the Corporation Issuer does not incur by the Termination Date, and renounce to the any Purchaser, effective on or before December 31, 2012, Resource Expenses 2016 Qualifying Expenditures equal to the Commitment Amount in accordance with this Agreementof such Purchaser, the Corporation Issuer shall indemnify and hold harmless the such Purchaser and each of the partners thereof if the such Purchaser is a partnership or a limited partnership (for the purposes of this paragraph each an “"Indemnified Person”") as to, and pay in settlement thereof to the Indemnified Person on or before the twentieth Business Day following the date the amount is finally determined, Termination Date an amount equal to the amount of any tax (payable within the meaning of paragraph 6202.1(5)(b(c) of the definition of "excluded obligation" in subsection 6202.1(5) of the regulations to the Tax Act as subsection 6202.1(5Act) of the regulations currently reads or paragraph 6202.1(5)(c) of the regulations to the Tax Act as subsection 6202.1(5) is currently proposed to be amended) payable under the Tax Act (and under any corresponding provincial legislationthe laws of a province) by any Indemnified Person as a consequence of such failure. If In the event that the amount renounced by the Issuer to the a Purchaser is reduced pursuant to subsection 66(12.73) of the Tax ActAct (or the corresponding laws of a province), the Corporation Issuer shall indemnify and hold harmless each Indemnified Person as to, and pay in settlement thereof to the Indemnified Person, Person an amount equal to the amount of any tax payable (within the meaning of subparagraph 6202.1(5)(bparagraph (c) of the regulations to the Tax Act or within the meaning definition of proposed subparagraph 6202.1(5)(c"excluded obligation" in subsection 6202.1(5) of the regulations to the Tax Act) payable under the Tax Act (and under any corresponding provincial legislationthe laws of a province) by the Indemnified Person as a consequence of such reduction. Notwithstanding the foregoing, provided that nothing in this paragraph shall derogate from any rights or remedies the Purchaser may have at common law with respect to liabilities other than those payable under the Tax Act and any corresponding provincial legislation. For certainty, the foregoing indemnity shall have no force or effect and the Purchaser shall not have any recourse or rights of action to the extent that such indemnity indemnity, recourse or rights of action would otherwise cause the Flow-Through Shares to be “"prescribed shares” within " for the meaning purposes of section Section 6202.1 of the regulations to the Tax Act. This indemnity is in addition to and not in derogation of any other recourse or rights of action the Purchaser may have against the Issuer.