Common use of Limitation and Proscription Clause in Contracts

Limitation and Proscription. If (a) any former LAC Shareholder has not complied with the provisions of Section 4.1 or Section 4.2, as applicable, or (b) any payment made by the Depositary pursuant to this Arrangement (including Section 4.3) has not been deposited or has been returned to the Depositary or otherwise remains unclaimed, in each case, on or before the date that is three (3) years after the Effective Date (the "Final Proscription Date"), then, on such Final Proscription Date: (i) such former LAC Shareholder will be deemed to have donated and forfeited to LAC or its successors, all such Common Shares held by the Depositary in trust for such former holder to which such former holder was entitled under the Arrangement; (ii) such former LAC Shareholder will be deemed to have donated and forfeited to Spinco or its successors, all such Spinco Common Shares held by the Depositary in trust for such former holder to which such former holder was entitled under the Arrangement; (iii) the Common Shares and Spinco Common Shares that such former LAC Shareholder was entitled to receive under Section 4.1(a) will be automatically cancelled without any repayment of capital in respect thereof and the interest of such former LAC Shareholder in such shares will be terminated; (iv) the certificate(s), DRS Advice(s) or other documentation or instrument(s) representing such Common Shares and Spinco Common Shares will be delivered by the Depositary to LAC (in the case of the Common Shares) and to Spinco (in the case of the Spinco Common Shares) for cancellation; (v) all certificate(s), DRS Advice(s) or other documentation or instrument(s) representing Common Shares formerly held by such former holder immediately prior to the Effective Time will cease to represent any claim or interest of any nature whatsoever and will be deemed to have been surrendered to LAC and will be cancelled; and (vi) any payment made and any other right or claim to payment hereunder (including under Section 4.3) that remains outstanding will cease to represent any claim or interest of any nature whatsoever and will be deemed to have been surrendered to LAC (in the case of payments relating to the Common Shares) and to Spinco (in the case of payments relating to the Spinco Common Shares). None of the parties, or any of their respective successors, will be liable to any Person in respect of any Common Shares, Spinco Common Shares or any payment which is forfeited to LAC or Spinco or terminated pursuant to this Section 4.4 or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Applicable Law.

Limitation and Proscription. If (a) any former LAC To the extent that a Northgate Shareholder has shall not have complied with the provisions of Section 4.1 6.1 or Section 4.2, as applicable, or (b) any payment made by the Depositary pursuant to this Arrangement (including Section 4.3) has not been deposited or has been returned to the Depositary or otherwise remains unclaimed, in each case, 6.2 hereof on or before the date that is three (3) six years after the Effective Date (the "Final Proscription Date"“final proscription date”), then, on such Final Proscription Date: (i) such former LAC Shareholder will be deemed to have donated and forfeited to LAC or its successors, all such Common Shares held by then the Depositary in trust for such former holder to which such former holder was entitled under the Arrangement; (ii) such former LAC Shareholder will be deemed to have donated and forfeited to Spinco or its successors, all such Spinco Common Shares held by the Depositary in trust for such former holder to which such former holder was entitled under the Arrangement; (iii) the Common Shares and Spinco Common AuRico Shares that such former LAC Northgate Shareholder was entitled to receive under Section 4.1(a) will shall be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such AuRico Shares to which such Northgate Shareholder was entitled, shall be delivered to AuRico by the Depositary and the certificates shall be cancelled by AuRico, and the interest of such former LAC the Northgate Shareholder in such shares AuRico Shares to which it was entitled shall be terminated as of such final proscription date. Immediately after the Effective Time, the following will cease to be terminated; a claim against or interest of any kind or nature whatsoever in Northgate or any of its successors or assigns: (iva) All Northgate Shares other than the certificate(s291,975,845 Northgate Shares shown on August 28, 2011 (the “Record Date”) on the register maintained by Computershare Investor Services Inc. (the “Transfer Agent”) plus any Northgate Shares issued (i) on the exercise or conversion (as the case may be), DRS Advice(s) or other documentation or instrument(s) representing such Common Shares after the Record Date and Spinco Common Shares will be delivered by the Depositary to LAC (in the case of the Common Shares) and to Spinco (in the case of the Spinco Common Shares) for cancellation; (v) all certificate(s), DRS Advice(s) or other documentation or instrument(s) representing Common Shares formerly held by such former holder immediately prior to the Effective Time will cease to represent any claim or interest Date, of any nature whatsoever and will be deemed of the 9,234,900 Northgate Options or Northgate Convertible Notes referred to have been surrendered immediately below or (ii) pursuant to LAC and will be cancelledNorthgate’s 2005 Employee Share Purchase Plan; and (b) All options, warrants, rights, agreements, understandings or claims to acquire Northgate Shares, other than (A) the 9,234,900 Northgate Options shown on the records maintained by Northgate with respect to the Northgate Options at the Record Date (or such lesser number thereof resulting from the exercise or expiry of any such Northgate Options prior to the Effective Date) and (viB) any payment made and any other right the Northgate Convertible Notes (or claim to payment hereunder (including under Section 4.3) that remains outstanding will cease to represent any claim such lesser amount thereof resulting from the conversion or interest repayment of any nature whatsoever and will be deemed to have been surrendered to LAC (in the case of payments relating such Northgate Convertible Notes prior to the Common Shares) and to Spinco (in the case of payments relating to the Spinco Common SharesEffective Date). None of the parties, or any of their respective successors, will be liable to any Person in respect of any Common Shares, Spinco Common Shares or any payment which is forfeited to LAC or Spinco or terminated pursuant to this Section 4.4 or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Applicable Law.

Limitation and Proscription. If (a) any former LAC Shareholder has To the extent that a Former Xxxx Xxxxxxxxxxx, Former Alio PSU Xxxxxx, Former Alio RSU Holder or Former Alio DSU Holder shall not have complied with the provisions of Section 4.1 5.1 or Section 4.2, as applicable, or (b) any payment made by the Depositary pursuant to this Arrangement (including Section 4.3) has not been deposited or has been returned to the Depositary or otherwise remains unclaimed, in each case, 5.2 on or before the date that which is three (3) six years after the Effective Date (the "Final Proscription Datefinal proscription date"), then, on such Final Proscription Date: : (ia) such former LAC Shareholder will be deemed to have donated and forfeited to LAC or its successors, all such Common any Argonaut Shares held by the Depositary in trust for such former holder to which such former holder was entitled under the Arrangement; (ii) such former LAC Shareholder will be deemed to have donated and forfeited to Spinco Former Alio Shareholder, Former Xxxx XXX Xxxxxx, Former Alio RSU Holder or its successors, all such Spinco Common Shares held by the Depositary in trust for such former holder to which such former holder was entitled under the Arrangement; (iii) the Common Shares and Spinco Common Shares that such former LAC Shareholder Former Alio DSU Holder was entitled to receive under Section 4.1(a) will shall be automatically cancelled without any repayment of capital in respect thereof and the certificates representing such Argonaut Shares shall be delivered to Argonaut by the Depositary for cancellation and shall be cancelled by Argonaut, and the interest of such former LAC Shareholder the Former Alio Shareholder, Former Alio PSU Xxxxxx, Former Alio RSU Holder or Former Alio DSU Holder in such shares will Argonaut Shares shall be terminatedterminated as of such final proscription date; and (ivb) the certificate(s)any dividends or distributions which such Former Alio Shareholder, DRS Advice(s) Former Xxxx XXX Xxxxxx, Former Alio RSU Holder or other documentation or instrument(s) representing such Common Shares and Spinco Common Shares will Former Alio DSU Holder was entitled to receive under Section 5.3 shall be delivered by the Depositary to LAC (in the case of the Common Shares) Argonaut and to Spinco (in the case of the Spinco Common Shares) for cancellation; (v) all certificate(s), DRS Advice(s) such dividends or other documentation or instrument(s) representing Common Shares formerly held by such former holder immediately prior to the Effective Time will cease to represent any claim or interest of any nature whatsoever and will distributions shall be deemed to have been surrendered to LAC be owned by Xxxxxxxx, and will be cancelled; and (vi) any payment made and any other right or claim to payment hereunder (including under Section 4.3) that remains outstanding will cease to represent any claim or the interest of any nature whatsoever and will the Former Alio Shareholder, Former Alio PSU Holder, Former Alio RSU Holder or Former Alio DSU Holder in such dividends or distributions shall be deemed to have been surrendered to LAC (in the case terminated as of payments relating to the Common Shares) and to Spinco (in the case of payments relating to the Spinco Common Shares). None of the parties, or any of their respective successors, will be liable to any Person in respect of any Common Shares, Spinco Common Shares or any payment which is forfeited to LAC or Spinco or terminated pursuant to this Section 4.4 or delivered to any public official pursuant to any applicable abandoned property, escheat or similar Applicable Lawsuch final proscription date.