Common use of Failure to Renounce Clause in Contracts

Failure to Renounce. If the Issuer does renounce to the Purchaser, effective on or before December 31, 2014, Qualifying Expenses equal to the Commitment Amount, and provided that the Purchaser is not in breach of any of its material representations, warranties or covenants under this Agreement, the 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 day on which the amount is definitely determined, an amount equal to the amount of any tax (within the meaning of paragraph (c) of the definition of “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 any Indemnified Person as a consequence of such failure. In the event that the amount renounced by the Issuer to the Purchaser is reduced pursuant to subsection 66(12.73) of the Tax Act (or any corresponding provincial legislation), the Issuer shall indemnify and hold harmless each Indemnified Person as to, and pay in settlement thereof to the Indemnified Person 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 paragraph (c) of the definition of “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. 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, recourse or rights of action would otherwise cause the 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 Issuer does not incur by the Termination Date, and renounce to the any Purchaser, effective on or before December 31, 2014, 2016 Qualifying Expenses Expenditures equal to the Commitment Amount, and provided that the Purchaser is not in breach Amount of any of its material representations, warranties or covenants under this Agreementsuch Purchaser, the 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 day on which the amount is definitely determined, Termination Date an amount equal to the amount of any tax (payable within the meaning of paragraph (c) of the definition of “"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 any Indemnified Person as a consequence of such failure. 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 Act (or any the corresponding provincial legislationlaws of a province), the Issuer shall indemnify and hold harmless each Indemnified Person as to, and pay in settlement thereof to the Indemnified Person 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 payable (within the meaning of paragraph (c) of the definition of “"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. For certaintyNotwithstanding the foregoing, the foregoing this 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, recourse or rights of action would otherwise cause the FT 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.

Failure to Renounce. If the Issuer does not incur by the Termination Date, and renounce to the any Purchaser, effective on or before December 31, 2014, 2014 Qualifying Expenses Expenditures equal to the Commitment Amount, and provided that the Purchaser is not in breach Amount of any of its material representations, warranties or covenants under this Agreementsuch Purchaser, the 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 day on which the amount is definitely determined, Termination Date an amount equal to the amount of any tax payable within the meaning of paragraph (c) of the definition of “excluded obligation” in subsection 6202.1(5) of the regulations to the Tax Act) under the Tax Act (and under the laws of a province) by any Indemnified Person as a consequence of such failure. In the event that the amount renounced by the Issuer to a Purchaser is reduced pursuant to subsection 66(12.73) of the Tax Act (or the corresponding laws of a province), the Issuer 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 payable (within the meaning of paragraph (c) of the definition of “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 any Indemnified Person as the laws of a consequence of such failure. In the event that the amount renounced by the Issuer to the Purchaser is reduced pursuant to subsection 66(12.73) of the Tax Act (or any corresponding provincial legislation), the Issuer shall indemnify and hold harmless each Indemnified Person as to, and pay in settlement thereof to the Indemnified Person 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 paragraph (c) of the definition of “excluded obligation” in subsection 6202.1(5) of the regulations to the Tax Act) payable under the Tax Act (and under any corresponding provincial legislationprovince ) by the Indemnified Person as a consequence of such reduction. For certainty, the foregoing indemnity ; provided that nothing in this paragraph shall have no force derogate from any rights or effect and the Purchaser shall not have remedies that any recourse or rights of action to the extent that such indemnity, recourse or rights of action would otherwise cause the FT Shares to be “prescribed shares” within the meaning of section 6202.1 of the regulations Purchasers may have at common law with respect to liabilities other than those payable under the Tax Act.

Failure to Renounce. If the Issuer Company does not incur on or before the Termination Date and renounce to the Purchaser, effective on or before December 31, 20142021, Qualifying Expenses equal to the Commitment Amount, and provided that the Purchaser is not in breach of any of its material representations, warranties or covenants under this AgreementFlow- Through Funds, the Issuer 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 day on which the amount is definitely determinedPerson, an amount equal to the amount of any tax (within the meaning of paragraph (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 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 Issuer Company to the Purchaser is reduced pursuant to subsection 66(12.73) of the Tax Act ITA (or any corresponding provincial legislation), the Issuer Company shall indemnify and hold harmless each Indemnified Person as to, and pay in settlement thereof to the Indemnified Person on or before the twentieth Business Day following the day on which the amount is definitely determinedPerson, an amount equal to the amount of any tax (within the meaning of paragraph (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, which payment shall be made within 20 business days once the amount 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, recourse or rights of action would otherwise cause the FT Shares to be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax ActITA.