Common use of Notice and Cure Provisions Clause in Contracts

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 cause any of the representations or warranties of either Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party hereunder prior to the Effective Time. 7.1.2 No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 business days from such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party (a) The Parties will give prompt notice to the each other of the occurrence, or failure to occur, at any time from during the date hereof until the earlier to occur of the termination of this Agreement and the Pre-Effective Time Date Period of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (i) cause any of the representations or warranties of either that Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time such that the conditions set forth in any of Sections 5.1, 5.2, 5.4 or 5.6 would not be satisfied as of the Effective Time; or 7.1.1.2 (ii) result in the failure in any material respect to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party the other hereunder prior to the Effective Time. 7.1.2 No Party may elect not to complete the transactions contemplated hereby pursuant to Time such that the conditions set forth herein in any of Sections 5.1, 5.2, 5.4 or 5.6, as applicable, would not be satisfied as of the Effective Time. (b) A Party may not seek to rely upon any conditions precedent contained in Sections 5.1, 5.2, 5.4 or 5.6, nor exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 therefrom, unless forthwith and in any event prior to the Effective Timefiling of the Articles of Arrangement for acceptance by the Director, a Party, as the Party intending to rely thereon case may be, has delivered a written notice to the other Party Parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the such Party delivering such notice is asserting as the basis for the non-fulfillment or fulfilment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that a the breaching Party receiving such notice is proceeding diligently to cure such matter and matter, if such matter is capable susceptible to being cured (for greater certainty, except by way of being cureddisclosure in the case of representations and warranties), no Party the other Parties may not terminate this Agreement as a result thereof until the expiration of a period of 15 business days four Business Days from such notice, and unless date on which such matter has not been cured by such datenotice is delivered. If such notice has been delivered prior to the date of the Target Fording Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the making of the application for the Final Order or the filing of the Articles of Arrangement with the Enterprise RegistrarDirector, such filing application or filing, as the case may be, shall be postponed until two business days after the expiry of such period. 7.1.3 Each . For greater certainty, in the event that such matter is cured within the time period referred to herein without a Material Adverse Effect on the Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by breach, this Agreement (and may not be terminated as a result of the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreementcured breach.

Notice and Cure Provisions. 7.1.1 Each Party Vista and the Pescios will give prompt notice to the other of the occurrence, or failure to occur, at any time from during the date hereof until the earlier to occur of the termination of this Agreement and the Pre-Effective Time Date Period, of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either Party the other party contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective TimeDate; or 7.1.1.2 (b) result in the failure in any material respect to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party the other hereunder prior to the Effective Time. 7.1.2 No Party Date. Neither the Pescios nor Vista may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein precedent contained herein, or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 therefrom, unless forthwith and in any event prior to the Effective Timefiling of a copy of the Final Order and the Articles of Arrangement under the Act, the Party intending to rely thereon Pescios or Vista, as the case may be, has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is Pescios or Vista, as the case may be, are asserting as the basis for the non-fulfillment or of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that a Party the Pescios or Vista, as the case may be, is proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no Party the other may not terminate this Agreement as a result thereof until the later of the Termination Date and the expiration of a period of 15 business 30 days from such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Vista Meeting, such meeting shall, unless otherwise agreed by the Parties agree otherwiseparties, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the making of the application for the Final Order or the filing of a copy of the Final Order and the Articles of Arrangement with under the Enterprise RegistrarAct, such application and such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify . For greater certainty, in the other Party of (i) any communication from any person alleging event that such matter is cured within the consent time period referred to herein, this Agreement may not be terminated as a result of such person (cured matter. In the event the Effective Date is delayed, postponed or another person) is enjoined as a result of a claim, action, proceeding or may be required investigation arising from the failure or alleged failure to comply with Law in connection with the transactions contemplated by this Agreement (Arrangement, the Effective Date shall be extended for such further reasonable period as may be necessary to remedy such failure or alleged failure and the response thereto from Parties shall use their best efforts to remedy such Party, its subsidiaries failure or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreementalleged failure.

Notice and Cure Provisions. 7.1.1 Each Party will shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof of this Agreement, until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof of this Agreement, or at the Effective Time; or; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time.; or 7.1.2 No Party may elect not (c) result in the failure to complete the transactions contemplated hereby pursuant to satisfy any of the conditions set forth herein precedent in favour of the other Party contained in Section 6.1, Section 6.2 or any termination Section 6.3, as the case may be. Pan American may not exercise its right arising therefrom and no payments are payable as a result of such election to terminate this Agreement pursuant to Section 7.4 8.2.1(c)(iv) and Tahoe may not exercise its right to terminate this Agreement pursuant to Section 8.2.1(d)(v) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 business days ten (10) Business Days from such notice, and unless then only if such matter has not been cured by such date. If such written notice has been delivered prior to the date making of the Target Meetingapplication for the Final Order, such meeting shall, unless the Parties agree otherwise, application shall be postponed or adjourned until the expiry of such period. If For greater certainty, in the event that such notice has been delivered prior matter is cured within the time period referred to the filing herein without a Tahoe Material Adverse Effect or a Pan American Material Adverse Effect, this Agreement may not be terminated as a result of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodcured breach. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective Time or to the Acquisition Effective Time, as applicable; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement. (2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (3) The Purchaser may not elect not to complete the transactions contemplated hereby pursuant exercise its right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(1)(d)(i) or Section 7.2(1)(d)(iii) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i) or Section 7.2(1)(c)(iii), unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate the Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, or incorrect representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Effective Time Outside Date (with any intentional breach being deemed to be incurable), no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(a) the Effective Time Outside Date, and unless (b) if such matter has not been cured by the date that is ten Business Days following receipt of such dateTermination Notice by the Breaching Party. If such notice has been delivered the Terminating Party delivers a Termination Notice prior to the date of the Target Company Meeting, such meeting shall, unless the Parties agree otherwise, be postponed the Company shall postpone or adjourned until adjourn the expiry Company Meeting to the earlier of such period. If such notice has been delivered (a) ten Business Days prior to the filing of Effective Time Outside Date and (b) the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry date that is ten Business Days following receipt of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated Termination Notice by the AgreementBreaching Party.

Notice and Cure Provisions. 7.1.1 Each If any Party will give prompt notice to the other of the occurrence, or failure to occur, determines at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 cause any of the representations or warranties of either Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party hereunder prior to the Effective Time. 7.1.2 No Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such Party will so notify the other Party forthwith upon making such determination in order that the other Party will have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Neither the Company nor the Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein precedent contained in Article 7 or exercise any termination right arising therefrom and no payments are will be payable as a result of such election pursuant to Section 7.4 Article 7 unless forthwith and in any event prior to the Effective Time, Time the Party intending to rely thereon has delivered given a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering giving such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is deliveredgiven, provided that a the other Party is proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 business days Business Days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered given prior to the making of the application for the Final Order or the date of the Target Company Meeting, such meeting shallapplication and/or such meetings, unless the Parties agree otherwiseotherwise agree, will be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing period (without causing any breach of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodany other provision contained herein). 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will hereto shall give prompt notice to the other others of them of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be likely toto or could: 7.1.1.1 (a) cause any of the representations or warranties of either such Party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder hereto prior to the Effective Time.Date; or 7.1.2 No (c) result in the failure to satisfy any of the conditions precedent in favour of the other Parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a Party may hereto may: elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions set forth herein contained in sections 5.1, 5.2 or 5.3 hereof not being satisfied or waived or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom; provided, however, that (i) promptly and in any event prior to the Effective TimeDate, the Party hereto intending to rely thereon has delivered a written notice to the other Party hereto specifying in reasonable detail all the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the Party hereto delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If , and (ii) if any such notice is delivered, provided that and a Party hereto is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party hereto that has delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 business fifteen (15) days from date of delivery of such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Primero Meeting or the Northgate Meeting, such meeting shallthe Primero Meeting or the Northgate Meeting, unless the Parties agree otherwiseas applicable, shall be adjourned or postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will hereto shall give prompt notice as promptly as reasonably practical to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure wouldfailure, or would be likely toto or could: 7.1.1.1 (a) cause any of the representations or warranties of either such Party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder hereto prior to the Effective Time.Date; or 7.1.2 No (c) result in the failure to satisfy any of the conditions precedent in favour of the other Party hereto contained in Sections 11, 12, or 13 hereof, as the case may be. Subject as herein provided, a Party hereto may elect not to complete the transactions Arrangement and the other Transactions contemplated hereby pursuant to the conditions set forth herein contained in Sections 11, 12 and 13 hereof or exercise any termination right arising therefrom and no payments are payable therefrom; provided, however, that (i) as a result of such election pursuant to Section 7.4 unless forthwith promptly as reasonably practical and in any event prior to the Effective TimeDate, the Party hereto intending to rely thereon has delivered a written notice to the other Party hereto specifying in reasonable detail all the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the Party hereto delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If , and (ii) if any such notice is delivered, provided that and a Party hereto is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party hereto which has delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 business 10 days from date of delivery of such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party of AT Plastics and Acetex will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or of failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Timehereof; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 hereunder. No Party may elect not to complete the transactions contemplated hereby pursuant to the non-fulfillment of the conditions set forth herein or precedent contained in Sections 6.1, 6.2 and 6.3 or, any termination right arising therefrom and no payments are payable pursuant to Sections 8.1 or 8.2 as a result of such election pursuant to Section 7.4 unless forthwith and in any event prior to the Effective Timefiling of the Articles of Amalgamation for acceptance by the Director, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, cured (except matters arising out of the failure to make appropriate disclosure in the disclosure memoranda delivered on the date of execution of this Agreement pursuant to Section 1.10 hereof) no Party may terminate this Agreement until the later of September 30, 2003 and (except with respect to the condition set out in 6.3(d)) the expiration of a period of 15 business thirty (30) days from such notice, notice and unless then only if such matter has is not been cured by such datein all material respects. If such notice has been delivered prior to the date of the Target AT Plastics Meeting, such meeting shall, unless the Parties agree otherwise, shall be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement Amalgamation with the Enterprise RegistrarDirector, such application and such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each (a) If any Party will give prompt notice to the other of the occurrence, or failure to occurdetermines, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 cause any of the representations or warranties of either Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party hereunder prior to the Effective Time, that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, then such Party will so notify the other Party forthwith upon making such determination in order that the other Party will have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. 7.1.2 No Party may (b) Neither the Company nor the Purchaser may: (i) elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or precedent contained in Article 7 hereof; or (ii) exercise any termination right arising therefrom therefrom, and no payments are will be payable as a result of such election pursuant to Section 7.4 Article 7 unless forthwith forthwith, and in any event prior to the Effective Time, the Party intending to rely thereon has delivered given a written notice to the other Party specifying Party. (c) The notice required pursuant to Section 6.3(b) must specify, in reasonable detail all breaches of of: (i) covenants, ; (ii) representations and warranties or warranties; or (iii) other matters matters, which the Party delivering giving such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or the exercise of the termination right, as the case may be. . (d) If any such notice required pursuant to Section 6.3(b) is deliveredduly given, then provided that a the other Party is proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the: (i) Outside Date; and (ii) date of expiration of a period of 15 business days 30 Business Days from such notice, and unless such matter has not been cured by such date. . (e) If such notice has been delivered required pursuant to Section 6.3(b) is duly given prior to the date of the Target Company Meeting, then such meeting shallmeeting, unless the Parties agree otherwiseotherwise agree, will be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing period (without causing any breach of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodany other provision contained herein). 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or at and the Effective TimeDate such that the condition set forth in Section 8.2(b) or Section 8.3(b) would fail to be satisfied; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder prior to the Effective Time. 7.1.2 No Date such that the condition set forth in Section 8.2(a) or Section 8.3(a) would fail to be satisfied. Subject as herein provided, a Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein precedent contained in Sections 8.1, 8.2 and 8.3 in favour of such Party, or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom, if forthwith, and in any event prior to the Effective TimeDate, the such Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that a delivered and the Party receiving such notice is proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party delivering such notice may not terminate this Agreement until the earlier of the Outside Date and the expiration of a period of 15 business 30 days from such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target QLT Meeting or Auxilium Meeting, such meeting shall, unless the Parties agree otherwise, or meetings shall be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing making of the Articles of Arrangement with application for the Enterprise RegistrarFinal Order, such filing application shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify . For greater certainty, in the other Party of (i) any communication from any person alleging event that such matter is cured within the consent time period referred to herein, this Agreement may not be terminated as a result of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreementmatter.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 No Party (2) Purchaser may elect not exercise its right to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.2(3)(b) and Four Seasons may not exercise its right to terminate this Agreement pursuant to Section 8.2(4) unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon has terminate the Agreement shall have delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being curedcured (except matters arising out of the failure to make appropriate disclosure in the Disclosure Letter), no Party may terminate this Agreement exercise such termination right, until the expiration earlier of a period of (i) the Outside Date, and (ii) the date that is 15 business days from following receipt of such noticenotice by the Party to whom the notice was delivered, and unless if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Four Seasons Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such periodperiod (without causing any breach of any other provision contained herein). If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise RegistrarDirector, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 (3) Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or at and the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder hereto prior to the Effective Time.Date; or 7.1.2 No (c) result in the failure to satisfy any of the conditions precedent in favour of the other Party hereto contained in Section 5.1, 5.2 and 5.3, as the case may be. Subject as herein provided, a Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein precedent contained in Sections 5.1, 5.2 and 5.3 in favour of such Party, or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom, if forthwith, and in any event prior to the Effective TimeDate, the such Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that a delivered and the Party receiving such notice is proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party delivering such notice may not terminate this Agreement until the earlier of the Outside Date and the expiration of a period of 15 business days ten Business Days from such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Silvermex Meeting, such meeting shall, unless the Parties agree otherwise, shall be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing making of the Articles of Arrangement with application for the Enterprise RegistrarFinal Order, such filing application shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify . For greater certainty, in the other Party of (i) any communication from any person alleging event that such matter is cured within the consent time period referred to herein, this Agreement may not be terminated as a result of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreementmatter.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective Time; or; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other Party hereto contained in Section 6.1, Section 6.2 and Section 6.3, as the case may be. (2) Notification provided under this Section 4.6 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (3) Choom may not elect not to complete the transactions contemplated hereby pursuant exercise its right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(1)(d)(i) and Phivida may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i), unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate the Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or of the applicable condition precedent or termination rightfor termination, as the case may beapplicable. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date (with any intentional breach being deemed to be incurable), no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(a) the Outside Date, and unless (b) if such matter has not been cured by the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party, such date. If the Terminating Party delivers a Termination Notice prior to the date of the Phivida Meeting, unless the Parties agree otherwise, Phivida shall, to the extent permitted by Law, postpone or adjourn the Phivida Meeting to the earlier of (a) five (5) Business Days prior to the Outside Date and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party. If such notice has been delivered prior to the date making of the Target Meetingapplication for the Final Order, such meeting shall, unless the Parties agree otherwise, application shall be postponed or adjourned until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, without a Material Adverse Effect, this Agreement may not be terminated as a result of such matter. (4) If such no notice has been delivered sent by either Party pursuant to this Section 4.6 prior to the filing Effective Time, the conditions precedent set out in Section 6.1, Section 6.2 or Section 6.3 hereof shall be conclusively deemed to have been satisfied, fulfilled or waived as of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodEffective Time. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will shall give prompt notice to the other Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (i) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 No Party (2) The Purchaser may elect not exercise its right to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.1(1)(iii)(b) [Breach of Representations or Covenants by Company] and the Company may not exercise its right to terminate this Agreement pursuant to Section 8.1(1)(iv)(b) [Breach of Representations or Covenants by Purchaser] unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon has terminate this Agreement shall have delivered a written notice to the other Party Parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is reasonably capable of being cured, no Party may terminate this Agreement exercise such termination right until the expiration earlier of a period (i) the Outside Date and (ii) the date that is thirty days following receipt of 15 business days from such noticenotice by the Party to whom the notice was delivered, and unless if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Company Meeting, the notifying Party may elect to request that such meeting shall, unless the Parties agree otherwise, be postponed or adjourned in accordance with the terms of this Agreement until the expiry of such period. If such notice has been delivered prior period (without causing any breach of any other provision contained herein). (3) No notification provided to the filing Parent or the Purchaser under this Section 7.1 or Section 5.3 shall affect or be deemed to modify any representation or warranty of the Articles Company set forth herein or the conditions to the obligations of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (Parent and the response thereto from such Party, its subsidiaries Purchaser to consummate the Transactions or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related remedies available to the transactions contemplated by the Agreementparties hereunder.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective TimeTime if such failure to be true or accurate would cause any condition in Section 6.2(a) or Section 6.3(a) not to be satisfied; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior to the Effective Time. 7.1.2 No Time if such failure to be true or accurate would cause any condition in Section 6.2(b) or Section 6.3(b) not to be satisfied. Neither Party may elect not exercise its rights to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement, pursuant to Section 7.4 8.2(c)(v), with respect to termination by West Fraser or pursuant to Section 8.2(d)(iv) with respect to termination by Norbord, unless forthwith and in any event prior to the Effective Time, the such Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or fulfilment of the applicable condition or for the applicable termination right, as the case may be. If any such notice is delivereddelivered by a Party, provided that a such other Party is proceeding diligently to cure such matter and such matter is capable of being cured, no the Party may not terminate this Agreement pursuant to such termination right until the expiration earlier of a period of 15 business days (i) the Outside Date and (ii) the date that is 10 Business Days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date making of the Target Meetingapplication for the Final Order, the Norbord Meeting (with respect to a notice delivered by West Fraser) or the West Fraser Meeting (with respect to a notice delivered by Norbord), such meeting shallapplication and/or meetings shall be postponed, unless if and to the Parties agree otherwiseextent necessary, be postponed or adjourned until the expiry of such period. If such notice Notification provided under this Section 6.5 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. In addition, the failure by any Party to provide a notification pursuant to Section 6.5 shall not be considered in determining whether any condition in Section 6.2(a), Section 6.2(b), Section 6.2(c), Section 6.3(a) or Section 6.3(b) has been delivered prior satisfied. Neither Norbord nor West Fraser may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or Section 6.3, as applicable, to be satisfied if such failure was caused by such Party’s breach in any material respect of any provision of this Agreement or failure in any material respect to use the filing standard of the Articles of Arrangement with the Enterprise Registrar, efforts required from such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with to consummate the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreementhereby.

Notice and Cure Provisions. 7.1.1 Each Party will (a) BPY and the Trust shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Closing Time of any event or state of facts which occurrence or failure would, or would reasonably be likely expected to: 7.1.1.1 (i) cause any of the representations or warranties of either Party such party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective TimeClosing Time in either case such that the condition contained in Section 5.2(b) or Section 5.3(b), as applicable, would be incapable of satisfaction; or 7.1.1.2 (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party such party hereunder prior to the Effective Closing Time. 7.1.2 No Party (b) BPY may elect not exercise its right to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 6.2(c)(ii) and the Trust may not exercise its right to terminate this Agreement pursuant to Section 6.2(d) unless forthwith and in any event prior the party seeking to terminate the Effective Time, the Party intending to rely thereon has Agreement shall have delivered a written notice to the other Party party or parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which that the Party party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party party may terminate this Agreement exercise such termination right, until the expiration earlier of: (i) the Outside Date, and (ii) the date that is 10 Business Days following receipt of a period of 15 business days from such noticenotice by the party to whom the notice was delivered, and unless if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Unitholders’ Meeting, such meeting shall, unless the Parties parties agree otherwise, be postponed or adjourned until the expiry of such periodperiod (without causing any breach of any other provision contained herein). If such notice has been delivered prior to the filing of Closing Date, the Articles of Arrangement with the Enterprise Registrar, such filing Closing Date shall be postponed until two business days Business Days after the expiry of such period. Notwithstanding the foregoing, failure to give notice pursuant to this Section 6.3 shall not in any event be considered in determining whether Section 6.2(c)(ii) or 6.2(d) has been satisfied. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or event, state of facts facts, circumstance or change in circumstances (actual, anticipated, contemplated, or to the knowledge of such Party, threatened) which occurrence or failure would, or would reasonably be likely expected to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on (or, in the date hereof case of any representations or at warranties that are not subject to materiality qualifications in respect of the Effective Timeconditions contained in Section 6.2(a)(i) or Section 6.3(a)(i), cause any of such representations or warranties of such Party to be untrue or inaccurate in any respect); or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party, and it shall in good faith discuss with the other Party hereunder prior any event, state of facts, circumstance or change in circumstances (actual, anticipated, contemplated, or to the Effective Time. 7.1.2 No knowledge of such Party, threatened) which is of such a nature that there may be a reasonable question as to whether notice need to be given to the other Party pursuant to this Section 6.4. The delivery of any notice pursuant to this Section 6.4 shall not limit or otherwise affect the representations, warranties, covenants, conditions or agreements of the Parties under this Agreement or any remedies available pursuant to this Agreement with respect thereto to the Party receiving that notice. Neither Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.1(b)(iii) [Failure to Satisfy Mutual Conditions], Section 8.1(c)(i) [KML Reps and Warranties and Covenants Condition] or Section 8.1(d)(i) [Pembina Reps and Warranties and Covenants Condition], as applicable, unless forthwith promptly, and in any event prior to the Effective Timeissuance of the Certificate by the Registrar, the Party intending to rely thereon terminate this Agreement (the “Terminating Party”) has delivered a written notice (a “Termination Notice”) to the other Party (the “Receiving Party”) specifying in reasonable detail all breaches of covenants, inaccuracies of representations and warranties warranties, inability to satisfy conditions or other matters which the Terminating Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice Termination Notice is delivered, provided that a Party is proceeding diligently to cure such matter and : (a) if such matter is capable of being curedcured prior to the Outside Date, no the Terminating Party may terminate this Agreement not exercise such termination until the earlier of (i) the expiration of a period of 15 business days from such noticethe date of receipt of the Termination Notice by the Receiving Party, and unless (ii) the Outside Date, if such matter has not been cured by such date; provided however that, if the Receiving Party is proceeding diligently to cure any such matter, the Terminating Party may not exercise such termination until the Outside Date; and (b) if such matter is incapable of being cured prior to the Outside Date, the Terminating Party must exercise such termination not later than the end of the 10th business day from the date of receipt of the Termination Notice by the Receiving Party, following which such Terminating Party shall be deemed to have waived its termination right under Section 8.1(b)(iii) [Failure to Satisfy Mutual Conditions], Section 8.1(c)(i) [KML Reps and Warranties and Covenants Condition] or Section 8.1(d)(i) [Pembina Reps and Warranties and Covenants Condition], as applicable, in respect of the breach or failure of condition to which such Termination Notice relates. If such notice a Termination Notice has been delivered to KML within 10 business days prior to the date of the Target KML Shareholders’ Meeting, such meeting shall, unless KML may elect to postpone the Parties agree otherwise, be postponed or adjourned KML Shareholders Meeting until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (a) Each Party of Stars and Flutter will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of (a) the termination of this Agreement pursuant to its terms and (b) the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (i) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective TimeTime (provided that this subsection (i) shall not apply in the case of any event or state of facts resulting from the actions or omissions of a Party which are required under this Agreement); or 7.1.1.2 (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior to the Effective TimeTime provided, however, that the delivery of any notice pursuant to this Section 5.11 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. 7.1.2 No Party (b) Flutter may not elect not to complete the transactions contemplated hereby pursuant exercise its right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(a)(iii)(B) and Stars may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iv)(B), unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate this Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date (with any intentional breach being deemed to be incurable), no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(a) the Outside Date, and unless (b) if such matter has not been cured by the date that is fifteen (15) Business Days following receipt of such Termination Notice by the Breaching Party, such date. If such notice has been delivered the Terminating Party delivers a Termination Notice prior to the date of the Target Stars Meeting and Flutter Meeting, such meeting shall, unless the Parties agree otherwise, be postponed Stars shall postpone or adjourned until adjourn the expiry Stars Meeting and Flutter shall use its commercially reasonable efforts to obtain the consent of such period. If such notice has been delivered the Flutter Shareholders to postpone or adjourn the Flutter Meeting to the earlier of (a) five (5) Business Days prior to the filing of Outside Date and (b) the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry date that is fifteen (15) Business Days following receipt of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated Termination Notice by the AgreementBreaching Party.

Notice and Cure Provisions. 7.1.1 (a) Each Party will give prompt notice to shall promptly notify the other Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure that would, or would be reasonably likely to: 7.1.1.1 cause any of the representations or warranties of either Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 , result in the failure to comply with or satisfy any covenant, closing condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement. (b) Notification provided under this Section 4.07 shall not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (c) EMV may not elect not to complete the transactions contemplated hereby pursuant exercise its right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.01(c)(i) and Xos may not elect to exercise its right to terminate this Agreement pursuant to Section 8.01(d)(i) unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate this Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date (with any intentional breach being deemed to be incurable), no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(i) the Outside Date, and unless (ii) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Meeting, such meeting shall, unless Unless the Parties agree otherwise, be postponed if the Party delivers a Termination Notice prior to: (i) the date of the EMV Meeting, EMV shall postpone or adjourned until adjourn the expiry EMV Meeting to the earlier of such period. If such notice has been delivered (A) five Business Days prior to the filing of Outside Date and (B) the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry date that is 10 Business Days following receipt of such period.Termination Notice by the Breaching Party; and 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement date of the Xos Meeting, Xos shall postpone or adjourn the Xos Meeting to the earlier of (and A) five Business Days prior to the response thereto from such Party, its subsidiaries or its representatives), Outside Date and (iiiB) any material Legal Actions threatened or commenced against or otherwise affecting the date that is 10 Business Days following receipt of such Party or any of its subsidiaries that are related to the transactions contemplated Termination Notice by the AgreementBreaching Party.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or at and the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder prior to the Effective Time.Date; or 7.1.2 No (c) result in the failure to satisfy any of the conditions precedent in favour of the other Party hereto contained in Section 5.1, 5.2 and 5.3, as the case may be. Subject as herein provided, a Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein precedent contained in Sections 5.1, 5.2 and 5.3 in favour of such Party, or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom, if forthwith, and in any event prior to the Effective TimeDate, the such Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that a delivered and the Party receiving such notice is proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party delivering such notice may not terminate this Agreement until the earlier of the Outside Date and the expiration of a period of 15 business days ten Business Days from such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Primero Shareholder Meeting, such meeting shall, unless the Parties agree otherwise, shall be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing making of the Articles of Arrangement with application for the Enterprise RegistrarFinal Order, such filing application shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify . For greater certainty, in the other Party of (i) any communication from any person alleging event that such matter is cured within the consent time period referred to herein, this Agreement may not be terminated as a result of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreementmatter.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective Time; or 7.1.1.2 (b) result in the failure failure, in any material respect, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement. The Buyer may not elect to the Effective Time. 7.1.2 No Party may elect not exercise its right to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.03(a) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 8.04(a), unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, inaccuracies of representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or of the applicable condition or the availability of a termination right, as the case may be. If any such notice is delivereddelivered with respect to a matter that is capable of being cured, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being curedmatter, no Party may terminate this Agreement until the expiration earlier of: (i) the Outside Date; and (ii) the date that is 10 Business Days from the date of a period receipt of 15 business days from such notice, and unless if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Company Meeting, such meeting shall, unless the Parties agree otherwise, be postponed Company shall postpone or adjourned adjourn the Company Meeting until the expiry of such period. If such notice has been delivered prior to the filing period (without causing a breach of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodany other provisions contained herein). 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will party hereto shall give prompt notice to the other others of them of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be likely toto or could: 7.1.1.1 (a) cause any of the representations or warranties of either Party such party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either Party hereunder such party hereto prior to the Effective Time.Date; or 7.1.2 No (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties hereto contained in Schedules E, F, G and H hereto, as the case may be. Subject as herein provided, a Party hereto may (a) elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions set forth herein contained in Schedules E, F, G and H hereto, as applicable, not being satisfied or waived or (b) exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom; provided, however, that (i) promptly and in any event prior to the Effective TimeDate, the Party hereto intending to rely thereon has delivered a written notice to the other Party parties hereto specifying in reasonable detail all the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the Party hereto delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If , and (ii) if any such notice is delivered, provided that and a Party hereto is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party hereto that has delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 business days from date of delivery of such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target New Gold Meeting, such meeting shallthe Metallica Meeting or the Peak Meeting, unless the Parties agree otherwise, relevant Meetings shall be adjourned or postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each If any Party will give prompt notice to the other of the occurrence, or failure to occur, determines at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 cause any of the representations or warranties of either Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party hereunder prior to the Effective Time. 7.1.2 No Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such Party will so notify (a “Termination Notice”) the other Party (the “Breaching Party”) forthwith upon making such determination in order that the other Party will have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Neither the Company nor the Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein precedent contained in Article 7 or exercise any termination right arising therefrom and no payments are will be payable as a result of such election pursuant to Section 7.4 Article 7 unless forthwith and in any event prior to the Effective Time, Time the Party intending to rely thereon has delivered given a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering giving such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is deliveredgiven, provided that a the other Party is proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 business days Business Days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered given prior to the making of the application for the Final Order or the date of the Target Nomad Meeting or the Purchaser Meeting, such meeting shallapplication and/or such meetings, unless the Parties agree otherwiseotherwise agree, will be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing period (without causing any breach of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodany other provision contained herein). 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will hereto shall give prompt written notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be likely reasonably be expected to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orDate; 7.1.1.2 (b) result in the failure failure, in any material respect, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior hereto under this Agreement; or (c) result in the failure, in any material respect, to satisfy any of the conditions precedent in favour of the other Party hereto contained in Section 5.1, Section 5.2 or Section 5.3 hereof, as the case may be. Notification provided under this Section 5.4 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Time. 7.1.2 No obligations of the Parties under this Agreement. Except as provided herein, a Party hereto may elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions set forth herein contained in Section 5.1, Section 5.2 or Section 5.3 hereof not being satisfied or waived or the exercise of any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom; provided, however, that (i) promptly and in any event prior to the Effective TimeOutside Date, the Party hereto intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the Party delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If , and (ii) if any such notice is delivered, provided that and a Party is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party hereto that has delivered such notice may not terminate this Agreement until the earlier of the Outside Date and the expiration of a period of 15 business days from date of delivery of such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Company Meeting, such meeting shall, unless the Parties agree otherwise, Company Meeting shall be adjourned or postponed or adjourned until the expiry of such period. If Notwithstanding the foregoing, if Triple Flag has delivered a written notice under this Section 5.4 with respect to a failure to satisfy the condition precedent contained in Section 5.3(f), provided the Company is working diligently to cure such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrarfailure, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or Triple Flag may be required in connection with the transactions contemplated by not terminate this Agreement (and for such failure until the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the AgreementOutside Date.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to shall promptly notify the other Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement. (2) Notification provided under this Section 4.10 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (3) The Parent and Purchaser may not elect not to complete the transactions contemplated hereby pursuant exercise their right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(1)(d)(i) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i), unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate this Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date, no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(a) the Outside Date, and unless (b) the date that is 15 Business Days following receipt of such Termination Notice by Breaching Party, if such matter has not been cured by such date. If such notice has been delivered the Terminating Party delivers a Termination Notice prior to the date of the Target Company Meeting, such meeting shall, unless the Parties agree otherwise, be postponed the Company shall postpone or adjourned until adjourn the expiry Company Meeting to the earlier of such period. If such notice has been delivered (a) five Business Days prior to the filing of Outside Date and (b) the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry date that is 10 Business Days following receipt of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated Termination Notice by the AgreementBreaching Party.

Notice and Cure Provisions. 7.1.1 (a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Time, of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (i) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 No Party (b) Purchaser may elect not exercise its rights to complete the transactions contemplated hereby terminate this Agreement pursuant to the conditions set forth herein or any termination Subsection 8.2(a)(iii)C and Correvio may not exercise its right arising therefrom and no payments are payable as a result of such election to terminate this Agreement pursuant to Section 7.4 Subsection 8.2(a)(iv)A unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 business days ten (10) Business Days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered less than ten (10) Business Days prior to the date making of the Target Meetingapplication for the Final Order, such meeting shall, unless the Parties agree otherwise, application and such filing shall be postponed or adjourned until the expiry of such period. If For greater certainty, in the event that such notice has been delivered prior matter is cured within the time period referred to the filing herein without having a Material Adverse Effect, this Agreement may not be terminated as a result of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodcured breach. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior to the Effective Time. 7.1.2 No Party (2) The Purchaser may elect not exercise its right to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.1(1)(c)(ii) and the Company may not exercise its right to terminate this Agreement pursuant to Section 8.1(1)(d)(ii) unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon has terminate this Agreement shall have delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is reasonably capable of being curedcured (except matters arising out of the failure to make appropriate disclosure in the Company Disclosure Letter), no Party may terminate this Agreement exercise such termination right until the expiration earlier of a period (a) the Outside Date and (b) the date that is 30 days following receipt of 15 business days from such noticenotice by the Party to whom the notice was delivered, and unless if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Company Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry earlier of such period. If such notice has been delivered (i) five business days prior to the filing of Outside Date and (ii) the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business date that is 30 days after the expiry following receipt of such periodnotice by the Party to whom the notice was delivered (without causing any breach of any other provision contained herein). 7.1.3 (3) Each Party hereto shall promptly notify the other Party of (ia) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iib) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions legal actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries or affiliates that are related to the transactions contemplated by the this Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 No Party Hecla may elect not exercise its rights to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.2.1(c)(ii) and Aurizon may not exercise its right to terminate this Agreement pursuant to Section 8.2.1(d)(ii) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 ten business days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date making of the Target Meetingapplication for the Final Order, such meeting shall, unless the Parties agree otherwise, application and such filing shall be postponed or adjourned until the expiry of such period, provided that such period does not extend beyond the Outside Date. If For greater certainty, in the event that such notice has been delivered prior matter is cured within the time period referred to the filing herein without a Material Adverse Effect, this Agreement may not be terminated as a result of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodcured breach. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of (i) the termination of this Agreement and (ii) the Effective Time Time, of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (i) cause any of the representations or warranties of either any Party contained herein in this Agreement to be untrue or inaccurate in any material respect on the date hereof or at the Effective TimeDate (provided that this subsection (a) shall not apply in the case of any event or state of facts resulting from the actions or omissions of another Party which are required under this Agreement); or 7.1.1.2 (ii) result in the failure to materially comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder pursuant to this Agreement prior to the Effective Time; provided, however, that the delivery of any notice pursuant to this Section 5.14 shall not limit or otherwise affect the remedies available pursuant to this Agreement to the Party receiving that notice. 7.1.2 No Party (b) Parent may not elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 unless 7.2(a)(iii)(B) and the Company may not elect to terminate this Agreement pursuant to Section 7.2(a)(iv)(A) unless, forthwith and in any event prior to the Effective Time, the Party intending to rely thereon terminate this Agreement has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is delivereddelivered with respect to a breach of covenant, representation or warranty in this Agreement that is capable of being cured before the Outside Date, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being curedmatter, no Party may terminate this Agreement exercise such termination right until the expiration earlier of a period (i) the date that is fifteen (15) Business Days from the date of 15 business days from receipt of such notice, and unless if such matter has not been cured by such date, and (ii) the Outside Date. If such notice has been delivered prior to the date of the Target Company Meeting, such meeting the Company shall, unless the Parties agree otherwise, be postponed postpone or adjourned adjourn the Company Meeting until the expiry of such period. If , provided such notice has been delivered prior to period does not extend past the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodOutside Date. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Time, of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (i) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 No Party (b) Cipher may elect not exercise its rights to complete the transactions contemplated hereby terminate this Agreement pursuant to the conditions set forth herein or any termination Subsection 8.2(a)(iii)C and Cardiome may not exercise its right arising therefrom and no payments are payable as a result of such election to terminate this Agreement pursuant to Section 7.4 Subsection 8.2(a)(iv)A unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 business days three (3) Business Days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date making of the Target Meetingapplication for the Final Order, such meeting shall, unless the Parties agree otherwise, application and such filing shall be postponed or adjourned until the expiry of such period. If For greater certainty, in the event that such notice has been delivered prior matter is cured within the time period referred to the filing herein without a Material Adverse Effect, this Agreement may not be terminated as a result of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodcured breach. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from during the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Interim Period of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 No Party (2) The IPC Companies may elect not exercise their right to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 9.2(3) and Vasogen may not exercise its right to terminate this Agreement pursuant to Section 9.2(4) unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon has terminate the Agreement shall have delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being curedcured on or prior to the Outside Date (except matters arising out of the failure to make appropriate disclosure in the Disclosure Letter), no Party may terminate this Agreement exercise such termination right until the expiration earlier of a period of 15 business days from such notice(i) the Outside Date, and unless (ii) the date that is fifteen (15) Business Days following receipt of such notice by the Party to whom the notice was delivered, if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Vasogen Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such periodperiod (without causing any breach of any other provision contained herein). If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise RegistrarDirector, such filing shall be postponed until two business days (2) Business Days after the expiry of such period. 7.1.3 (3) Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to If either Continental, on the one hand, or the Jinchuan Parties, on the other of the occurrencehand, or failure to occur, determines at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 cause any of the representations or warranties of either Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party hereunder prior to the Effective Time. 7.1.2 No Party Time that it or they intend to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such party or parties will so notify the other party or parties forthwith upon making such determination in order that the other party or parties will have the right and opportunity to take such steps, at its or their own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Date. Neither Continental nor the Jinchuan Parties may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein precedent contained in Article 6 or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith and and, in any event event, prior to the Effective Time, Time the Party party or parties intending to rely thereon has delivered given a written notice to the other Party party or parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering party or parties giving such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is deliveredgiven, provided that a Party the other party or parties is or are proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no Party the party or parties giving such notice may not terminate this Agreement as a result thereof until the earlier of the Termination Date and the expiration of a period of 15 business days ten Business Days from such notice, and unless such matter has not been cured by such date. If such notice has been delivered given prior to the date of the Target Continental Meeting, such meeting shallthe Continental Meeting, unless the Parties agree otherwiseparties otherwise agree, will be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing period (without causing any breach of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodany other provision contained herein). 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party Sonus and OncoGenex will give prompt notice to the other other, promptly after discovery, of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either Party the other contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective TimeDate (except to the extent such representations and warranties speak as of a specified date or except as affected by transactions or changes in the ordinary course of business or otherwise contemplated or permitted by this Agreement); or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party the other hereunder prior to the Effective Time. 7.1.2 No Party Date. Neither Sonus nor OncoGenex may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein precedent contained in Sections 6.1, 6.2 and 6.3, or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 therefrom, unless forthwith and in any event prior to the Effective Timefiling of the Articles of Arrangement with the Director, Sonus or OncoGenex, as the Party intending to rely thereon case may be, has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which Sonus or OncoGenex, as the Party delivering such notice is case may be, are asserting as the basis for the non-fulfillment or of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that a Party is Sonus or OncoGenex, as the case may be, are proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no Party the other may not terminate this Agreement until the earlier of September 30, 2008 and the expiration of a period of 15 business 30 days from such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date making of the Target Meeting, such meeting shall, unless application for the Parties agree otherwise, be postponed Final Order or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise RegistrarDirector, such application and such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify . For greater certainty, in the other Party of (i) any communication from any person alleging event that such matter is cured within the consent of such person (or another person) is or may be required in connection with the transactions contemplated by time period referred to herein, this Agreement (and may not be terminated as a result of the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any occurrence of its subsidiaries that are related to the transactions contemplated by the Agreementmatter.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective TimeTime (provided that this paragraph (a) shall not apply in the case of any event or state of facts resulting from actions or omissions of a Party which are permitted or required by this Agreement); or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 No Party . Alamos and Subco may elect not exercise their rights to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.2.1(c)(iii) and Xxxxxxxxx may not exercise its right to terminate this Agreement pursuant to Section 8.2.1(d)(iii) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 fifteen (15) business days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to either the date making of the Target Meetingapplication for the Final Order, such meeting shall, unless the Parties agree otherwise, application and such filing shall be postponed or adjourned until the expiry of such period. If For greater certainty, in the event that such notice has been delivered prior matter is cured within the time period referred to the filing herein without a Material Adverse Effect, this Agreement may not be terminated as a result of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodcured breach. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will (a) The Purchaser Parties and the Corporation shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would reasonably be likely expected to: 7.1.1.1 (i) cause any of the representations or warranties of either Party such party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party such party hereunder prior to the Effective Time. 7.1.2 No (b) A Purchaser Party may elect not exercise its right to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 6.2(c)(ii) and the Corporation may not exercise its right to terminate this Agreement pursuant to Section 6.2(d) unless forthwith and in any event prior the party seeking to terminate the Effective Time, the Party intending to rely thereon has Agreement shall have delivered a written notice to the other Party party or parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which that the Party party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party party may terminate this Agreement exercise such termination right, until the expiration earlier of: (i) the Outside Date, and (ii) the date that is 10 Business Days following receipt of a period of 15 business days from such noticenotice by the party to whom the notice was delivered, and unless if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Shareholders’ Meeting, such meeting shall, unless the Parties parties agree otherwise, be postponed or adjourned until the expiry of such periodperiod (without causing any breach of any other provision contained herein). If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise RegistrarDirector, such filing shall be postponed until two business days Business Days after the expiry of such period. Notwithstanding the foregoing, failure to give notice pursuant to this Section 6.3 shall not in any event be considered in determining whether Section 6.2(c)(ii) or 6.2(d) has been satisfied. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to promptly notify the other Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement. (2) Notification provided under this Section 4.7 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (3) The Purchaser and the Purchaser Group may not elect not to complete the transactions contemplated hereby pursuant exercise their right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.1(a)(iii)(B) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.1(a)(iv)(A), unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate the Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date, no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(a) the Outside Date, and unless (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If such notice has been delivered the Terminating Party delivers a Termination Notice prior to the date of the Target Meeting, such meeting shall, unless the Parties agree otherwise, be postponed the Company will postpone or adjourned until adjourn the expiry Meeting to the earlier of such period. If such notice has been delivered (a) five (5) Business Days prior to the filing of Outside Date and (b) the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry date that is 10 Business Days following receipt of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated Termination Notice by the AgreementBreaching Party.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior to the Effective Time. 7.1.2 No Party . Acquiror may elect not exercise its rights to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 9.2(c)(iii) and Target may not exercise its right to terminate this Agreement pursuant to Section 9.2(d)(iii) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 business days 10 Business Days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date making of the application for the Final Order or the Target Meeting, such meeting shall, unless the Parties agree otherwise, application and/or such filing shall be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of (i) the termination of this Agreement in accordance with its terms and (ii) the Effective Time Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either any Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective TimeTime (provided that this Section 7.3(1)(a) shall not apply in the case of any event or state of facts resulting from the actions or omissions of another Party which are required under this Agreement); or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior under this Agreement. (2) Notification provided under this Section 7.3 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (3) The Purchasers may not elect not to complete the transactions contemplated hereby pursuant exercise its right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement, pursuant to Section 7.4 7.2(1)(d)(i) [Company Breach of Representation, Warranty or Covenant] and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i) [Purchasers Breach of Representation, Warranty or Covenant], unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate this Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date (with any intentional breach being deemed incurable), no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(i) the Outside Date, and unless (ii) the date that is twenty(20) Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If such notice has been delivered the Terminating Party delivers a Termination Notice prior to the date of the Target Meeting, such meeting shallCompany Meetings, unless the Parties agree otherwise, be postponed the Company may, and shall if requested by the Purchasers, postpone or adjourned until adjourn the expiry Company Meetings to the earlier of such period. If such notice has been delivered (a) five (5) Business Days prior to the filing of Outside Date and (b) the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry date that is fifteen (15) Business Days following receipt of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated Termination Notice by the AgreementBreaching Party (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. 7.1.1 Each Party will hereto shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be likely toto or could: 7.1.1.1 (a) cause any of the representations or warranties of either such Party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder hereto prior to the Effective Time.Date; or 7.1.2 No Party may elect not (c) result in the failure to complete the transactions contemplated hereby pursuant to satisfy any of the conditions set forth herein precedent in favour of the other Parties hereto contained in Section 5.1, Section 5.2 or any termination Section 5.3 hereof, as the case may be. iAnthus may not exercise its right arising therefrom and no payments are payable as a result of such election to terminate this Agreement pursuant to Section 7.4 7.2(g) and MPX may not exercise its right to terminate this Agreement pursuant to Section 7.2(h) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party hereto specifying in reasonable detail all the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the Party hereto delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If , and if any such notice is delivered, provided that and a Party hereto is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party hereto that has delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 business ten (10) days from date of delivery of such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target MPX Meeting, such meeting shall, unless the Parties agree otherwise, MPX Meeting shall be adjourned or postponed or adjourned until the earlier of (A) the expiry of such period. If such notice has been delivered period and (B) five Business Days prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodCompletion Deadline. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each (a) If any Party will give prompt notice to the other of the occurrence, or failure to occurdetermines, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 cause any of the representations or warranties of either Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party hereunder prior to the Effective Time, that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, then such Party will so notify the other Party forthwith upon making such determination in order that the other Party will have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. 7.1.2 No Party may (b) Neither the Company nor the Purchaser may: (i) elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or precedent contained in Article 7 hereof; or (ii) exercise any termination right arising therefrom therefrom, and no payments are will be payable as a result of such election pursuant to Section 7.4 Article 7 unless forthwith forthwith, and in any event prior to the Effective Time, the Party intending to rely thereon has delivered given a written notice to the other Party specifying Party. (c) The notice required pursuant to Section 6.3(b) must specify, in reasonable detail all breaches of of: (i) covenants, ; (ii) representations and warranties or warranties; or (iii) other matters matters, which the Party delivering giving such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or the exercise of the termination right, as the case may be. . (d) If any such notice required pursuant to Section 6.3(b) is deliveredduly given, then provided that a the other Party is proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the: (i) Outside Date; and (ii) date of expiration of a period of 15 business days 10 Business Days from such notice, and unless such matter has not been cured by such date. . (e) If such notice has been delivered required pursuant to Section 6.3(b) is duly given prior to the date of the Target Company Meeting, then such meeting shallmeeting, unless the Parties agree otherwiseotherwise agree, will be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing period (without causing any breach of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodany other provision contained herein). 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will party hereto shall give prompt notice to the other others of them of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be likely toto or could: 7.1.1.1 (a) cause any of the representations or warranties of either Party such party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either Party hereunder such party hereto prior to the Effective Time.Date; or 7.1.2 No Party (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties hereto contained in sections 5.01, 5.02 or 5.03 or hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions set forth herein contained in sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom; provided, however, that (i) promptly and in any event prior to the Effective TimeDate, the Party party hereto intending to rely thereon has delivered a written notice to the other Party parties hereto specifying in reasonable detail all the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the Party party hereto delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If , and (ii) if any such notice is delivered, provided that and a Party party hereto is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no Party the party hereto that has delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 business days from date of delivery of such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Northern Orion Meeting, such meeting shallthe Northern Orion Meeting may, unless at the Parties agree otherwise, sole discretion of Northern Orion shall be adjourned or postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will hereto shall give prompt notice to the other Parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Time, of any event or state of facts which occurrence or failure would, or would be likely toto or could: 7.1.1.1 a.) cause any of the representations or warranties of either such Party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orClosing Date; 7.1.1.2 b.) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder hereto prior to the Effective Time.; or 7.1.2 No c.) result in the failure to satisfy any of the conditions precedent in favor of the other Parties hereto contained in Sections 5.1 through 5.4 of this Agreement, as the case may be. Subject as herein provided, a Party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein contained in Sections 5.1 through 5.4 of this Agreement or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party Parties hereto specifying in reasonable detail all the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the Party hereto delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If , and (ii) if any such notice is delivered, provided that and a Party hereto is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 business days from date of delivery of such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or at and the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder prior to the Effective Time.Date; or 7.1.2 No (c) result in the failure to satisfy any of the conditions precedent in favour of the other Party hereto contained in Section 5.1, 5.2 and 5.3, as the case may be. Subject as herein provided, a Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein precedent contained in Sections 5.1, 5.2 and 5.3 in favour of such Party, or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom, if forthwith, and in any event prior to the Effective TimeDate, the such Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that a delivered and the Party receiving such notice is proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party delivering such notice may not terminate this Agreement until the earlier of the Outside Date and the expiration of a period of 15 business days ten Business Days from such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Orko Meeting, such meeting shall, unless the Parties agree otherwise, shall be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing making of the Articles of Arrangement with application for the Enterprise RegistrarFinal Order, such filing application shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify . For greater certainty, in the other Party of (i) any communication from any person alleging event that such matter is cured within the consent time period referred to herein, this Agreement may not be terminated as a result of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreementmatter.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective TimeTime (provided that this paragraph (a) shall not apply in the case of any event or state of facts resulting from actions or omissions of Moto which are permitted or required by this Agreement); or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 No Party . Randgold may elect not exercise its rights to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.2.1(c)(iii) and Moto may not exercise its right to terminate this Agreement pursuant to Section 8.2.1(d)(iii) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 fifteen business days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date making of the Target Meetingapplication for the Final Order, such meeting shall, unless the Parties agree otherwise, application and such filing shall be postponed or adjourned until the expiry of such period. If For greater certainty, in the event that such notice has been delivered prior matter is cured within the time period referred to the filing herein without a Material Adverse Effect, this Agreement may not be terminated as a result of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodcured breach. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to shall promptly notify the other Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective TimeTime if such failure to be true or accurate would cause any condition in Section 6.2(1) [Company Reps and Warranties Conditions] or Section 6.3(1) [Purchaser and Parent Reps and Warranties Conditions], as applicable, to not be satisfied; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with by such Party under this Agreement if such failure to comply would cause any condition in Section 6.2(2) [Company Covenants Condition] or satisfied by either Party hereunder prior Section 6.3(2) [Purchaser and Parent Covenants Condition] not to be satisfied. (2) Notification provided under this Section 4.10 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Time. 7.1.2 No obligations of the Parties under this Agreement. In addition, the failure by any Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as provide a result of such election notification pursuant to Section 7.4 4.10(1) shall not be considered in determining whether any condition in Section 6.2, Section 6.3(1) or Section 6.3(2) has been satisfied. (3) The Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(i) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i), unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate this Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the applicable other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date, no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(a) the Outside Date, and unless (b) the date that is ten (10) Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If such notice has been delivered the Terminating Party delivers a Termination Notice prior to the date of the Target Company Meeting, such meeting shall, unless the Parties mutually agree otherwise, be postponed the Company shall postpone or adjourned until adjourn the expiry Company Meeting to the earlier of such period. If such notice has been delivered (a) ten (10) Business Days prior to the filing of Outside Date and (b) the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry date that is ten (10) Business Days following receipt of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated Termination Notice by the AgreementBreaching Party.

Notice and Cure Provisions. 7.1.1 (a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of (i) the termination of this Agreement and (ii) the Effective Time Time, of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (i) cause any of the representations or warranties of either any Party contained herein in this Agreement to be untrue or inaccurate in any material respect on the date hereof or at the Effective TimeDate (provided that this subsection (a) shall not apply in the case of any event or state of facts resulting from the actions or omissions of another Party which are required under this Agreement); or 7.1.1.2 (ii) result in the failure to materially comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder pursuant to this Agreement prior to the Effective Time. provided, however, that the delivery of any notice pursuant to this Section 5.14 shall not limit or otherwise affect the remedies available pursuant to this Agreement to the Party receiving that notice. 7.1.2 (b) No Party may elect not to complete the transactions contemplated hereby by this Agreement pursuant to the conditions set forth herein in Section 6.2(a), Section 6.2(b), Section 6.3(a) or Section 6.3(b), as applicable, or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 7.3 unless forthwith and in any event at or prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or of the applicable condition or termination right, as the case may be. If any such notice is delivereddelivered with respect to a breach of covenant, representation or warranty in this Agreement that is capable of being cured before the Outside Date, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being curedmatter, no Party may terminate this Agreement other than pursuant to Section 7.2(a)(ii)(C) until the expiration of a period ending the earlier of 15 business days (i) fifteen (15) Business Days from the date of receipt of such notice, and unless if such matter has not been cured by such datedate and (ii) the Outside Date. If such notice has been delivered prior to the date of the Target Company Meeting, such meeting shall, unless the Parties agree otherwise, be postponed Company may elect to postpone or adjourned adjourn the Company Meeting until the expiry of such period. If , provided such notice has been delivered prior to period does not extend past the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodOutside Date. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will hereto shall give prompt notice to the other of them of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be likely reasonably be expected to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder hereto prior to the Effective Time.Date; or 7.1.2 No (c) result in the failure to satisfy any of the conditions precedent in favour of the other Party hereto contained in Section 5.1, Section 5.2 or Section 5.3 hereof, as the case may be. Subject as herein provided, a Party hereto may elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions set forth herein contained in Section 5.1, Section 5.2 or Section 5.3 hereof not being satisfied or waived or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom; provided, however, that (i) promptly and in any event prior to the Effective TimeCompletion Deadline, the Party hereto intending to rely thereon has delivered a written notice to the other Party hereto specifying in reasonable detail all the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the Party hereto delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If , and (ii) if any such notice is delivered, provided that and a Party hereto is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party hereto that has delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 business fifteen (15) days from date of delivery of such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Richmont Meeting or the Alamos Meeting, such meeting shallthe Richmont Meeting or the Alamos Meeting, unless or both, as the Parties agree otherwisecase may be, shall be adjourned or postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior to the Effective Time. 7.1.2 No Party . Acquiror may elect not exercise its rights to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 9.2(b)(iii) and Target may not exercise its right to terminate this Agreement pursuant to Section 9.2(b)(iii) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or fulfilment of the applicable condition or for the applicable termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 business days 10 Business Days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date making of the application for the Final Order or the Target Meeting, such meeting shall, unless the Parties agree otherwise, application and/or such filing shall be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement. (2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (3) The Purchaser may not elect not to complete the transactions contemplated hereby pursuant exercise its right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(1)(d)(i) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i), unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate this Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date, no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(a) the Outside Date, and unless (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If such notice has been delivered the Terminating Party delivers a Termination Notice prior to the date of the Target Meeting, such meeting shallCompany Meeting or the making of the application for the Final Order, unless the Parties mutually agree otherwise, be postponed the Company shall postpone or adjourned until adjourn the expiry Company Meeting or delay making the application for the Final Order, or both, to the earlier of such period. If such notice has been delivered (a) 10 Business Days prior to the filing of Outside Date and (b) the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry date that is 10 Business Days following receipt of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated Termination Notice by the AgreementBreaching Party.

Notice and Cure Provisions. 7.1.1 (a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (i) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 No Party may elect (b) Notification provided under this Section 7.1(a) will not to complete affect the transactions contemplated hereby pursuant representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result obligations of such election the Parties under this Agreement. (c) Westgold may not exercise its rights to terminate this Agreement pursuant to Section 7.4 8.2(a)(iii)(C) and Karora may not exercise its right to terminate this Agreement pursuant to Section 8.2(a)(iv)(C) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party (which, in this Article 7 shall be reference to either Karora or Westgold as the context dictates and reference to either Party shall mean reference to either Karora or Westgold as context dictates) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 business days from such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party earlier of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such PartyOutside Date, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.and

Notice and Cure Provisions. 7.1.1 Each Party will shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be likely toto or could: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either Party hereunder such party prior to the Effective Time.Date; or 7.1.2 No (c) result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in Section 5.1, Section 5.2 and Section 5.3 hereof, as the case may be. Neither Party may (a) elect not to complete the transactions contemplated hereby pursuant to Arrangement by virtue of the conditions set forth herein contained in Section 5.1, Section 5.2 and Section 5.3 hereof, as applicable, not being satisfied or waived or (b) exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 therefrom; unless forthwith (i) promptly and in any event prior to the Effective TimeDate, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the Party delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If , and (ii) if any such notice is delivered, provided that and a Party is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party that has delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 business days from date of delivery of such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Xxxxxxx Meeting or EFI Meeting, then such meeting shall, unless the Parties agree otherwise, meeting(s) shall be adjourned or postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior to the Effective Time. 7.1.2 No Party (2) The Purchaser may elect not exercise its right to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 9.1(1)(c)(ii) and the Company may not exercise its right to terminate this Agreement pursuant to Section 9.1(1)(d)(ii) unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon has terminate the Agreement shall have delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement exercise such termination right until the expiration earlier of a period of 15 business days from such notice(i) the Outside Date, and unless (ii) the date that is 30 Business Days following receipt of such notice by the Party to whom the notice was delivered, if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Company Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing period (without causing any breach of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodany other provision contained herein). 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (a) Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (i) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective Time; or 7.1.1.2 result in the (ii) give rise to, a failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement. (b) Notification provided under this Section 4.11 will not affect the representations, warranties, covenants, conditions, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (c) The Company may not elect not to complete the transactions contemplated hereby pursuant exercise its right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(a)(iii)(A) [Breach of Representation or Warranty or Failure to Perform Covenants by the Purchaser] and the Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iv)(A) [Breach of Representation or Warranty or Failure to Perform Covenants by the Company], unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate the Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date, no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(a) the Outside Date, and unless (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. , provided that, for greater certainty, if any matter is not capable of being cured by the Outside Date, the Terminating Party may immediately exercise the applicable termination right. (d) If such notice has been delivered the Terminating Party delivers a Termination Notice prior to the date of the Target Company Meeting, such meeting shall, unless the Parties agree otherwise, be postponed the Company shall postpone or adjourned until adjourn the expiry Company Meeting to the earlier of such period. If such notice has been delivered (a) five Business Days prior to the filing of Outside Date and (b) the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry date that is 10 Business Days following receipt of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated Termination Notice by the AgreementBreaching Party.

Notice and Cure Provisions. 7.1.1 Each (a) If any Party will give prompt notice to the other of the occurrence, or failure to occurdetermines, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 cause any of the representations or warranties of either Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party hereunder prior to the Effective Time, that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, then such Party will so notify the other Party forthwith upon making such determination in order that the other Party will have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. 7.1.2 No Party may (b) Neither the Company nor the Purchaser may: (i) elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or precedent contained in Article 7 hereof; or (ii) exercise any termination right arising therefrom therefrom, and no payments are will be payable as a result of such election pursuant to Section 7.4 Article 7 unless forthwith forthwith, and in any event prior to the Effective Time, the Party intending to rely thereon has delivered given a written notice to the other Party specifying Party. (c) The notice required pursuant to Section 6.3(b) must specify, in reasonable detail all breaches of of: (i) covenants, ; (ii) representations and warranties or warranties; or (iii) other matters matters, which the Party delivering giving such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or the exercise of the termination right, as the case may be. . (d) If any such notice required pursuant to Section 6.3(b) is deliveredduly given, then provided that a the other Party is proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the: (i) Outside Date; and (ii) date of expiration of a period of 15 business days Business Days from such notice, and unless such matter has not been cured by such date. . (e) If such notice has been delivered required pursuant to Section 6.3(b) is duly given prior to the date of the Target Company Meeting or the Purchaser Meeting, then such meeting shallmeeting, unless the Parties agree otherwiseotherwise agree, will be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing period (without causing any breach of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodany other provision contained herein). 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would reasonably be likely expected to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Timerespect; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. in each case to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the case of Aphria’s representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of Tilray’s representations, warranties and covenants, would not be capable of being satisfied at any time from the date hereof until the Effective Date. 7.1.2 No Party (2) Tilray may elect not exercise its rights to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(1)(c)(iii) and Aphria may not exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(iii) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or fulfilment of the applicable condition or for the applicable termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration earlier of a period of 15 business days (a) the Outside Date and (b) the date that is ten Business Days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date making of the Target application for the Final Order or the Aphria Meeting or the Tilray Meeting, such meeting shallapplication and/or meetings shall be postponed, unless if and to the Parties agree otherwiseextent necessary, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective Time; orTime if such failure to be true or accurate would cause any condition in 6.2 7.1.1.2 (1) [Company Reps and Warranties Conditions] or Section 6.3(1) [Purchaser Reps and Warranties Conditions], as applicable, to not be satisfied; (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement if such failure to comply would cause any condition in Section 6.2(2) [Company Covenants Condition] or Section 6.3(2) [Purchaser Covenants Condition], as applicable, to not be satisfied; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other Party hereto contained in Section 6.1, Section 6.2 and Section 6.3, as the case may be. (2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (3) The Purchaser may not elect not to complete the transactions contemplated hereby pursuant exercise its right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(1)(d)(i) or Section 7.2(1)(d)(iv) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i) or Section 7.2(1)(c)(iii), unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate the Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, or incorrect representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date (with any intentional breach being deemed to be incurable), no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(a) the Outside Date, and unless (b) if such matter has not been cured by the date that is 10 Business Days following receipt of such dateTermination Notice by the Breaching Party. If the Terminating Party delivers a Termination Notice prior to the date of the Company Meeting, unless the Parties agree otherwise, the Company shall, to the extent permitted by Law, postpone or adjourn the Company Meeting to the earlier of (a) 10 Business Days prior to the Outside Date and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party. If such notice has been delivered prior to the date making of the Target Meetingapplication for the Final Order, such meeting shall, unless the Parties agree otherwise, application shall be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would reasonably be likely expected to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Timerespect; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. in each case to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the case of Xxxxxx’s representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of SSR’s representations, warranties and covenants, would not be capable of being satisfied at any time from the date hereof until the Effective Date. 7.1.2 No Party (2) SSR may elect not exercise its rights to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.2(1)(c)(iii) and Alacer may not exercise its right to terminate this Agreement pursuant to Section 8.2(1)(d)(iii) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or fulfilment of the applicable condition or for the applicable termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration earlier of a period of 15 (a) the Outside Date and (b) the date that is ten business days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date making of the Target application for the Final Order or the Alacer Meeting or the SSR Meeting, such meeting shallapplication and/or meetings shall be postponed, unless if and to the Parties agree otherwiseextent necessary, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will hereto shall give prompt notice to the other others of them of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be likely toto or could: 7.1.1.1 (a) cause any of the representations or warranties of either such Party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder hereto prior to the Effective Time.Date; or 7.1.2 No (c) result in the failure to satisfy any of the conditions precedent in favour of the other Parties hereto contained in sections 5.1, section 5.2 or section 5.3 hereof, as the case may be. Subject as herein provided, a Party may hereto may: elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions set forth herein contained in section 5.1, section 5.2 or section 5.3 hereof not being satisfied or waived or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom; provided, however, that (i) promptly and in any event prior to the Effective TimeDate, the Party hereto intending to rely thereon has delivered a written notice to the other Party hereto specifying in reasonable detail all the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the Party hereto delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If , and (ii) if any such notice is delivered, provided that and a Party hereto is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party hereto that has delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 business fifteen (15) days from date of delivery of such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Northgate Meeting or the AuRico Meeting, such meeting shallthe Northgate Meeting or the AuRico Meeting, unless the Parties agree otherwiseas applicable, shall be adjourned or postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or at and the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder prior to the Effective Time.Date; or 7.1.2 No (c) result in the failure to satisfy any of the conditions precedent in favour of the other Party hereto contained in Section 5.1, 5.2 and 5.3, as the case may be. Subject as herein provided, a Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein precedent contained in Sections 5.1, 5.2 and 5.3 in favour of such Party, or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom, if forthwith, and in any event prior to the Effective TimeDate, the such Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that a delivered and the Party receiving such notice is proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party delivering such notice may not terminate this Agreement until the earlier of the Outside Date and the expiration of a period of 15 business days ten Business Days from such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target SilverCrest Meeting, such meeting shall, unless the Parties agree otherwise, shall be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing making of the Articles of Arrangement with application for the Enterprise RegistrarFinal Order, such filing application shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify . For greater certainty, in the other Party of (i) any communication from any person alleging event that such matter is cured within the consent time period referred to herein, this Agreement may not be terminated as a result of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreementmatter.

Notice and Cure Provisions. 7.1.1 Each Party will shall give prompt written notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would reasonably be likely expected to: 7.1.1.1 (a) cause any of the representations or warranties of either Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Timerespect; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, covenant or condition or agreement to be complied with or satisfied by either Party hereunder prior Party, in each case to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the case of PCS’ representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of Agrium’s representations, warranties and covenants, would not be capable of being satisfied at any time from the date hereof until the Effective Time. 7.1.2 No Party Date. Neither Agrium nor PCS may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.1(e) unless forthwith promptly, and in any event prior to the Effective Timeissuance of the Certificates of Arrangement by the Director, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, inaccuracies of representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or of the applicable condition or the availability of a termination right, as the case may be. If any such notice is delivered, provided that a the receiving Party is proceeding diligently to cure any such matter and such matter is capable of being curedcure prior to the Outside Date to the satisfaction of the Party delivering such notice, acting reasonably, no Party may terminate this Agreement until the earlier of (i) the expiration of a period of 15 business days from the date of receipt of such notice, and unless (ii) the Outside Date, if such matter has not been cured by such date. If such More than one notice has been may be delivered prior to the date of the Target Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such periodby a Party. If such notice has been delivered within 15 business days prior to the filing date of the Articles Agrium Meeting or the PCS Meeting, Agrium or PCS, as the case may be, may elect to postpone the meeting of Arrangement with the Enterprise Registrar, such filing shall be postponed its shareholders until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 6.4.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts the occurrence of which occurrence or failure thereof would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Timerespect; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior hereunder; provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the Effective Timeobligations of the Parties hereunder. 7.1.2 No 6.4.2 Neither Party may elect not exercise its right to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 terminate this Agreement unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon has terminate the Agreement shall have delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being curedcured (except matters arising out of the failure to make appropriate disclosure in the Disclosure Letter), no Party may terminate this Agreement exercise such termination right, until the expiration earlier of a period of 15 business days from such notice(i) the Outside Date, and unless (ii) the date that is 15 days following receipt of such notice by the Party to whom the notice was delivered, if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Meeting, such meeting the Meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such periodperiod (without causing any breach of any other provision contained herein). If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise RegistrarDirector, such filing shall be postponed until two business days Business Days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party party will give prompt notice to the other parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts of which it is aware which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either Party any other party contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orDate, as applicable; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition material covenant or agreement to be complied with or satisfied by either Party hereunder any other party at or prior to the Effective Time.Date; or 7.1.2 No Party (c) result in the failure to satisfy any of the conditions precedent in its favour contained in Sections 10.1, 10.2 and 10.3, as the case may be. Except as herein provided, a party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein contained in Sections 10.1, 10.2 and 10.3 or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom; provided, however, that (i) promptly and in any event prior to the Effective Timefiling of the Final Order and Articles of Arrangement for acceptance by the Director, the Party party intending to rely thereon has delivered a written notice to the other Party parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party party delivering such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or termination right, as the case may be. If ; and (ii) if any such notice is delivered, provided that and a Party party is proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no Party the other parties may not terminate this Agreement (except pursuant to Section 7.3(d)) until the expiration of a period of 15 business days Business Days from such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodnotice. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be likely toto or could: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either Party hereunder such party prior to the Effective Time.Date; or 7.1.2 No (c) result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in Schedules E, F and G hereto, as the case may be. Neither Party may (a) elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions set forth herein contained in Schedules E, F and G hereto, as applicable, not being satisfied or waived or (b) exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 therefrom; unless forthwith (i) promptly and in any event prior to the Effective TimeDate, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the Party delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If , and (ii) if any such notice is delivered, provided that and a Party is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party that has delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 business days from date of delivery of such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Western Meeting, such meeting shallor New Gold Meeting, unless the Parties agree otherwiseWestern Meeting or New Gold Meeting or both, as applicable, shall be adjourned or postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will hereto shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be likely toto or could: 7.1.1.1 (a) cause any of the representations or warranties of either such Party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder hereto prior to the Effective Time.Date; or 7.1.2 No Party may elect not (c) result in the failure to complete the transactions contemplated hereby pursuant to satisfy any of the conditions set forth herein precedent in favour of the other Parties hereto contained in Section 5.1, Section 5.2 or any termination Section 5.3 hereof, as the case may be. Aurora may not exercise its right arising therefrom and no payments are payable as a result of such election to terminate this Agreement pursuant to Section 7.4 7.2(g) and Anandia may not exercise its right to terminate this Agreement pursuant to Section 7.2(h) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party hereto specifying in reasonable detail all the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the Party hereto delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If , and if any such notice is delivered, provided that and a Party hereto is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party hereto that has delivered such notice may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 business days Business Days from date of delivery of such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Anandia Meeting, such meeting shall, unless the Parties agree otherwise, Anandia Meeting shall be adjourned or postponed or adjourned until the earlier of (A) the expiry of such period. If such notice has been delivered period and (B) five Business Days prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodCompletion Deadline. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to shall promptly notify the other Party, in writing, of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement in accordance with its terms and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement. (2) Notification provided under this Section 4.10 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (3) The Purchaser may not elect not to complete the transactions contemplated hereby pursuant exercise its right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(1)(d)(i) (Termination for breach) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i) (Termination for breach), unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate the Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date (with any intentional breach being deemed to be incurable), no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration of a period of 15 business days from such notice, earlier of: (a) the Outside Date; and unless (b) if such matter has not been cured by the date that is ten (10) Business Days following receipt of such Termination Notice by the Breaching Party, such date. If such notice has been delivered the Terminating Party delivers a Termination Notice prior to the date of the Target Company Meeting, such meeting shall, unless the Parties agree otherwise, be postponed the Company shall postpone or adjourned until adjourn the expiry of such period. If such notice has been delivered Company Meeting to the earlier of: (a) five (5) Business Days prior to the filing of Outside Date; and (b) the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry date that is ten (10) Business Days following receipt of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated Termination Notice by the AgreementBreaching Party.

Notice and Cure Provisions. 7.1.1 Each Party of Xxx Xxxxx and Rolling Thunder will give prompt notice to the other of the occurrence or non-occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which the occurrence or failure non-occurrence of which would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective TimeDate; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 No Party Date. Neither Xxx Xxxxx nor Rolling Thunder may elect not to complete the transactions contemplated hereby pursuant due to the non-fulfillment of the conditions set forth herein precedent or any termination right arising therefrom (other than in respect of a breach of Sections 5.3 and no payments are payable as a result of such election pursuant 5.4 with respect to Section 7.4 Xxx Xxxxx) unless forthwith and in any event prior to the Effective Timefiling of the Articles of Arrangement for acceptance by the Registrar, Xxx Xxxxx or Rolling Thunder, being the Party intending to rely thereon thereon, has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or termination right, as the case may be. If any such notice is delivered, provided that a the Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 business 20 days from the date of such notice, notice and unless then only if such matter has is not been cured by such datein all material respects. If such notice has been delivered prior to the date of the Target Xxx Xxxxx Meeting, such meeting shall, unless the Parties agree otherwise, shall be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the making of the application for the Final Order or the filing of the Articles of Arrangement with the Enterprise Registrar, such application and such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either Party contained herein qualified as to materiality to be untrue or inaccurate or any of those not so qualified to be untrue or inaccurate in any material respect on the date hereof hereof, at the Mailing Date, the Expiry Date or at the Effective TimeDate; or 7.1.1.2 (b) result in the failure to comply in all material respects with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party hereunder prior to the Mailing Date or the Expiry Date or at the Effective Time. 7.1.2 Date. No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 7.3 unless forthwith and in any event prior to the Effective TimeDate, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 20 business days from such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will hereto shall give prompt notice to the other Parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would be likely toto or could: 7.1.1.1 (a) cause any of the representations or warranties of either such Party hereto contained herein to be untrue or inaccurate in any material respect on between the date hereof or at and the Effective Time; orDate; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder hereto prior to the Effective Time.Date; or 7.1.2 No (c) result in the failure to satisfy any of the conditions precedent in favour of the other Parties hereto contained in Sections 5.1, 5.2 or 5.3, as the case may be. Subject as herein provided, a Party hereto may elect not to complete the transactions contemplated hereby Arrangement pursuant to the conditions set forth herein contained in Sections 5.1, 5.2 or 5.3 in favour of such Party hereto or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith there from; provided, however, that: (d) promptly and in any event prior to the Effective TimeDate, the Party hereto intending to rely thereon has delivered a written notice to the other Party Parties hereto specifying in reasonable detail all details the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the Party hereto delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If ; and (e) if any such notice is delivered, provided that and a Party hereto is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party hereto which has delivered such notice may not terminate this Agreement until the earlier of the Termination Deadline and the expiration of a period of 15 business 14 days from the date of delivery of such notice, and unless such matter has not been cured by such date. If provided that, if such notice has been delivered prior to the date of the Target Company Meeting, such meeting shall, unless the Parties agree otherwise, Company Meeting shall be adjourned or postponed or adjourned until the expiry of such period. If , provided however, that a Party is not entitled to elect not to complete the Arrangement pursuant to a condition in Sections 5.1, 5.2 or 5.3 in favour of such notice has been delivered prior Party if the failure of such condition to the filing satisfied is a result of, or cause by, the action or failure to act of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries including the Purchaser or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the AgreementDigital River.

Notice and Cure Provisions. 7.1.1 Each Party will shall give prompt notice to the other Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time JV Closing Date, of any event event, circumstance or state of facts which occurrence or failure would, or would be likely reasonably be expected to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party (or any of its Affiliates which is a Party) contained herein to be untrue or inaccurate in any material respect on the date hereof of this Agreement or at on the Effective Time; orJV Closing Date; 7.1.1.2 (b) result in the failure to comply with or satisfy satisfy, in each case in all material respects, any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder (or any of its Affiliates which is a Party) prior to the Effective Time.JV Closing Date; or 7.1.2 No (c) result in the failure to satisfy any of the conditions precedent in favour of any Party (other than the Party giving such notice or any of its Affiliates which is a Party) contained in Section 6.3, 6.4 or 6.5, as the case may be. Subject as herein provided, a Party may elect not to complete the transactions contemplated hereby pursuant to JV Transactions by virtue of the conditions set forth herein contained in Section 6.3, 6.4 or 6.5 not being satisfied or waived or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom; provided, however, that (i) promptly, and in any event prior to the Effective TimeOutside Date, the Party intending to rely thereon has shall have delivered a written notice to the other Party Parties specifying in reasonable detail all breaches the inaccuracies of covenants, representations and warranties or breaches of covenants or agreements or other matters which that the Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or exercise of its termination right, as the case may be. If , and (ii) if any such notice is delivered, provided that and a Party is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party that has delivered such notice may not terminate this Agreement until the earlier of the Outside Date and the expiration of a period of 15 business fifteen (15) days from date of delivery of such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to shall promptly notify the other Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective Time; or 7.1.1.2 (b) result in the failure failure, in any material respect, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement. (2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (3) The Parent and the Purchaser may not elect not to complete the transactions contemplated hereby pursuant exercise their right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(1)(d)(i) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i), unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate the Agreement (the "Terminating Party") has delivered a written notice ("Termination Notice") to the other Party (the "Breaching Party") specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date, no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(a) the Outside Date, and unless (b) the date that is 10 Business Days following receipt of such Termination Notice by Breaching Party, if such matter has not been cured by such date. If such notice has been delivered the Terminating Party delivers a Termination Notice prior to the date of the Target Company Meeting or the Parent Meeting, such meeting shallif necessary, unless the Parties agree otherwise, be postponed the Company shall postpone or adjourned until adjourn the expiry Company Meeting, and the Parent shall postpone or adjourn the Parent Meeting, if necessary, to the earlier of such period. If such notice has been delivered (a) five (5) Business Days prior to the filing of Outside Date and (b) the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry date that is 10 Business Days following receipt of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated Termination Notice by the AgreementBreaching Party.

Notice and Cure Provisions. 7.1.1 (1) Each Party will shall give prompt notice to the other Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 No Party (2) The Parent may elect not exercise its right to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.1(1)(c)(ii) (on its own behalf and on behalf of the Purchaser) and the Company may not exercise its right to terminate this Agreement pursuant to Section 8.1(1)(d)(ii) unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon has terminate this Agreement shall have delivered a written notice to the other Party Parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is reasonably capable of being cured, no Party may terminate this Agreement exercise such termination right until the expiration earlier of a period of 15 (a) the Outside Date; and (b) the date that is 30 business days from following receipt of such noticenotice by the Party to whom the notice was delivered, and unless if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Company Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing period (without causing any breach of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the any other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representativesprovision contained herein), (ii) any material communication from any Governmental Entity in connection with provided such period does not extend beyond the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the AgreementOutside Date.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior to the Effective Time. 7.1.2 No Party . Acquiror may elect not exercise its rights to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.2(c)(iii) and Company may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(iii) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or fulfilment of the applicable condition or for the applicable termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 business days 10 Business Days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date making of the Target application for the Final Order or the Special Meeting, such application and/or meeting shallshall be postponed, unless if and to the Parties agree otherwiseextent necessary, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would reasonably be likely expected to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Timerespect; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. in each case to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the case of GameSquare’s representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of Engine Gaming’s representations, warranties and covenants, would not be capable of being satisfied at any time from the date hereof until the Effective Date. 7.1.2 No Party (2) Engine Gaming may elect not exercise its rights to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(1)(c)(iii) and GameSquare may not exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(iii) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or fulfilment of the applicable condition or for the applicable termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration earlier of a period of 15 business days (a) the Outside Date and (b) the date that is ten Business Days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date making of the Target application for the Final Order or the GameSquare Meeting or the Engine Gaming Meeting, such meeting shallapplication and/or meetings shall be postponed, unless if and to the Parties agree otherwiseextent necessary, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will shall give prompt notice to the other Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (i) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 No Party (2) The Purchaser may elect not exercise its right to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.1(1)(iii)(b) [Breach of Representations or Covenants by Company] and the Company may not exercise its right to terminate this Agreement pursuant to Section 8.1(1)(iv)(b) [Breach of Representations or Covenants by Purchaser] unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon has terminate this Agreement shall have delivered a written notice to the other Party Parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is reasonably capable of being cured, no Party may terminate this Agreement exercise such termination right until the expiration earlier of a period (i) the Outside Date and (ii) the date that is thirty days following receipt of 15 business days from such noticenotice by the Party to whom the notice was delivered, and unless if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Company Meeting, the notifying Party may elect to request that such meeting shall, unless the Parties agree otherwise, be postponed or adjourned in accordance with the terms of this Agreement until the expiry of such period. If such notice has been delivered prior period (without causing any breach of any other provision contained herein). (3) No notification provided to the filing Parent or the Purchaser under this Section 7.1 or Section 5.2 shall affect or be deemed to modify any representation or warranty of the Articles Company set forth herein or the conditions to the obligations of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (Parent and the response thereto from such Party, its subsidiaries Purchaser to consummate the Transactions or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related remedies available to the transactions contemplated by the Agreementparties hereunder.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective TimeTime (provided that this paragraph (a) shall not apply in the case of any event or state of facts resulting from actions or omissions of Target which are permitted or required by this Agreement); or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior to the Effective Time. 7.1.2 No Party Purchaser may elect not exercise its rights to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.2.1(c)(iii) and Target may not exercise its right to terminate this Agreement pursuant to Section 8.2.1(d)(iii) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 ten (10) business days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Meeting, such meeting shall, unless the Parties agree otherwiseotherwise agree, be postponed or adjourned until the expiry of such periodperiod (and such postponement shall not constitute a breach of any provision of this Agreement) provided that such extension shall not extend beyond the Outside Date. If such notice has been delivered prior to the filing making of the Articles of Arrangement with application for the Enterprise RegistrarFinal Order, such application and such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto , (and such postponement shall promptly notify not constitute a breach of any provision of this Agreement) provided that such period does not extend beyond the other Party of (i) any communication from any person alleging Outside Date. For greater certainty, in the event that such matter is cured within the consent of such person (or another person) is or may be required in connection with the transactions contemplated by time period referred to herein without a Material Adverse Effect, this Agreement (and may not be terminated as a result of the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreementcured breach.

Notice and Cure Provisions. 7.1.1 Each If any Party will give prompt notice to the other of the occurrence, or failure to occur, determines at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 cause any of the representations or warranties of either Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party hereunder prior to the Effective Time. 7.1.2 No Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such Party will so notify the other Party forthwith upon making such determination in order that the other Party will have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Neither Zazu nor Solitario may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein precedent contained in Article 7 hereof or exercise any termination right arising therefrom and no payments are will be payable as a result of such election pursuant to Section 7.4 Article 7 unless forthwith and in any event prior to the Effective Time, Time the Party intending to rely thereon has delivered given a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering giving such notice is asserting as the basis for the non-fulfillment or of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is deliveredgiven, provided that a the other Party is proceeding diligently to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 business days 10 Business Days from such notice, and unless such matter has not been cured by such date. If such notice has been delivered given prior to the date of the Target Zazu Meeting and the Solitario Meeting, such meeting shallmeeting, unless the Parties agree otherwiseotherwise agree, will be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing period (without causing any breach of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodany other provision contained herein). 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would reasonably be likely expected to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Timerespect; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. in each case to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the case of EHT’s representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of SKYE’s representations, warranties and covenants, would not be capable of being satisfied at any time from the date hereof until the Effective Date. 7.1.2 No Party (2) SKYE may elect not exercise its rights to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(1)(c)(iii) and EHT may not exercise its right to terminate this Agreement pursuant to Section 7.2(1)(d)(iii) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or fulfilment of the applicable condition or for the applicable termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such such‌ matter is capable of being cured, no Party may terminate this Agreement until the expiration earlier of a period of 15 business days (a) the Outside Date and (b) the date that is ten Business Days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date making of the Target application for the Final Order or the EHT Meeting or the SKYE Meeting, such meeting shallapplication and/or meetings shall be postponed, unless if and to the Parties agree otherwiseextent necessary, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement. (2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (3) The Purchaser may not elect not to complete the transactions contemplated hereby pursuant exercise its right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(1)(d)(i) or Section 7.2(1)(d)(iv) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i) or Section 7.2(1)(c)(ii), unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate the Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, or incorrect representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date (with any intentional breach being deemed to be incurable), no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(a) the Outside Date, and unless (b) if such matter has not been cured by the date that is 10 Business Days following receipt of such dateTermination Notice by the Breaching Party. If such notice has been delivered the Terminating Party delivers a Termination Notice prior to the date of the Target Company Meeting, such meeting shall, unless the Parties agree otherwise, be postponed the Company shall postpone or adjourned until adjourn the expiry Company Meeting to the earlier of such period. If such notice has been delivered (a) 10 Business Days prior to the filing Outside Date and (b) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party. Notwithstanding the foregoing or any other provision of this Agreement, a Termination Notice may not be delivered by the Company prior to the Outside Date, and the Company may not terminate this Agreement pursuant to Section 7.2(1)(c)(i) or Section 7.2(1)(c)(ii) prior to the Outside Date, as a result of any written notice sent by the TSX notifying the Purchaser of a formal delisting review of the Articles of Arrangement with Purchaser or the Enterprise RegistrarPurchaser Shares, such filing shall be postponed until two business days after or any change in Law enacted by the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (United States Congress and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity President of the United States resulting in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related budgetary and/or operational authority being granted to the transactions contemplated by the AgreementDepartment of Justice to prosecute enforcement actions either criminally or civilly against medical marijuana companies who are operating lawfully in accordance with state law and/or licensure requirements in a state where medical marijuana is legal.

Notice and Cure Provisions. 7.1.1 (a) Each Party will give prompt notice to the other Party of the occurrence, occurrence or failure to occuroccur (in either case, actual, anticipated, contemplated or, to the knowledge of such Party, threatened), at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would reasonably be likely to: 7.1.1.1 (i) cause any of the representations or warranties of either Party contained herein to be untrue untrue, misleading or inaccurate in any material respect on the date hereof or at the Effective TimeDate; or 7.1.1.2 (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party hereunder prior to or at the Effective TimeDate. 7.1.2 No Party may elect (b) Notification provided under this Section 6.5 will not to complete affect the transactions contemplated hereby pursuant representations, warranties, covenants, conditions, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the conditions set forth herein or any termination obligations of the Parties under this Agreement. (c) Gold Fields may not elect to exercise its right arising therefrom and no payments are payable as a result of such election to terminate this Agreement pursuant to Section 7.4 7.2(a)(iii)(D) [Breach of Representations, Warranties or Covenants by Yxxxxx] and Yamana may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iv)(D) [Breach of Representations, Warranties or Covenants by Gold Fields], unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate this Agreement (the “Terminating Party”) has delivered a written notice Notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for termination. After delivering a Termination Notice, if the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date, no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of: (i) the Outside Date; and (ii) the date that is ten Business Days following receipt of a period of 15 business days from such noticeTermination Notice by the Breaching Party, and unless if such matter has not been cured by such date. If such notice has been delivered prior to the date ; provided that if any matter is not capable of the Target Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated being cured by the AgreementOutside Date, the Terminating Party may immediately exercise the applicable termination right.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt written notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 cause any of the representations or warranties of either Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (a) result in the failure to comply with or satisfy satisfy, in any material respect, any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior to the Effective Time.; or 7.1.2 No (b) result in the failure to satisfy any of the conditions precedent in its favour set forth in Sections 6.1, 6.2 and 6.3, as the case may be. If any of the conditions set forth in Sections 6.1, 6.2 and 6.3 hereof shall not be complied with or waived by the Party for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may rescind and terminate this Agreement as provided in Section 8.1(d) hereof; provided that neither Purchaser, Acquisitionco or Guarantor on the one hand, nor CE Franklin on the other, may elect not to complete the transactions contemplated hereby rescind and terminate this Agreement pursuant to the conditions set forth herein contained in Sections 6.1, 6.2 and 6.3 or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon has terminate this Agreement shall have delivered a written notice to the other Party prior to the Effective Time specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a the Party to whom the notice was delivered is proceeding diligently to cure such matter and such matter is reasonably capable of being cured, no cured the Party delivering such notice may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 (i) the Outside Date; and (ii) the date that is 10 business days from following receipt of such noticenotice by the Party to whom the notice was delivered, and unless if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target CE Franklin Shareholders’ Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry earlier of such period. If such notice has been delivered (A) five business days prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives)Outside Date, and (iiiB) any material Legal Actions threatened or commenced against or otherwise affecting the date that is 10 business days following receipt of such Party or any of its subsidiaries that are related to the transactions contemplated notice by the AgreementParty to whom the notice was delivered (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. 7.1.1 (a) Each Party will hereto shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts which occurrence or failure would, or would reasonably be likely to: 7.1.1.1 (i) cause any of the representations or warranties of either such Party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orDate; 7.1.1.2 (ii) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder hereto in any material respect prior to the Effective TimeDate; or (iii) result in the failure to satisfy any of the conditions precedent in favour of the other Party hereto contained in Section 5.1 and Section 5.2 or 5.3, as the case may be. 7.1.2 No (b) Subject as herein provided, a Party may hereto may: (i) elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions set forth herein in Section 5.1 and Section 5.2 or 5.3, as applicable, not being satisfied or waived; or (ii) exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom; provided, however, that (A) promptly and in any event prior to the Effective TimeDate, the Party hereto intending to rely thereon has delivered a written notice to the other Party hereto specifying in reasonable detail all the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the Party hereto delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If , and (B) if any such notice is delivered, provided that and a Party hereto is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of being cured, no the Party hereto that has delivered such notice may not terminate this Agreement until the earlier of the Outside Date and the expiration of a period of 15 business days from date of delivery of such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Meeting, such meeting shall, unless the Parties agree otherwise, Meeting shall be adjourned or postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Combination Agreement and the Effective Time of any event or state of facts of which it is aware which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 i. cause any of the representations or warranties of either such Party contained herein to be untrue or inaccurate in any material respect on at any time from the date hereof or at to the Effective TimeTime (provided that this paragraph (a) shall not apply in the case of any event or state of facts resulting from actions or omissions of a Party which are expressly permitted or required by this Combination Agreement); or 7.1.1.2 ii. result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder at or prior to the Effective Time. 7.1.2 No Party (b) SEMAFO may elect not exercise its right to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Combination Agreement pursuant to Section 7.4 8.02(a)iii(C) and Xxxxxx may not exercise its right to terminate this Combination Agreement pursuant to Section 8.02(a)iv(C) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Combination Agreement until the expiration of a period of 15 business days fifteen Business Days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (1) Each Party will give prompt notice to shall promptly notify the other Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective Time; or 7.1.1.2 (b) result in the failure failure, in any material respect, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement. (2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (3) The Purchaser may not elect not to complete the transactions contemplated hereby pursuant exercise their right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(1)(d)(i) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i), unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate the Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date, no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(a) the Outside Date, and unless (b) the date that is 10 Business Days following receipt of such Termination Notice by Breaching Party, if such matter has not been cured by such date. If such notice has been delivered the Terminating Party delivers a Termination Notice prior to the date of the Target Company Meeting or the Purchaser Meeting, such meeting shallif necessary, unless the Parties agree otherwise, be postponed the Company shall postpone or adjourned until adjourn the expiry Company Meeting, and the Purchaser shall postpone or adjourn the Purchaser Meeting, if necessary, to the earlier of such period. If such notice has been delivered (a) five (5) Business Days prior to the filing of Outside Date and (b) the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry date that is 10 Business Days following receipt of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated Termination Notice by the AgreementBreaching Party.

Notice and Cure Provisions. 7.1.1 Each Party will hereto shall give prompt notice to the other Parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Time, of any event or state of facts which occurrence or failure would, or would be likely toto or could: 7.1.1.1 (a) cause any of the representations or warranties of either such Party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective Time; orClosing Date; 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition covenant or agreement to be complied with or satisfied by either such Party hereunder hereto prior to the Effective Time.; or 7.1.2 No (c) result in the failure to satisfy any of the conditions precedent in favor of the other Parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a Party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 unless forthwith therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party Parties hereto specifying in reasonable detail all the breaches of covenants, covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the Party hereto delivering such notice is asserting as the basis for the non-fulfillment or exercise of the applicable condition or termination right, as the case may be. If , and (ii) if any such notice is delivered, provided that and a Party hereto is proceeding diligently diligently, at its own expense, to cure such matter and matter, if such matter is capable of susceptible to being cured, no the Party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 business days from date of delivery of such notice, and unless such matter has not been cured by such date. If such notice has been delivered prior to the date of the Target Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each (1) During the period commencing on the date of this Agreement and continuing until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on the date hereof or at the Effective TimeTime (provided that this paragraph (a) shall not apply in the case of any event or state of facts resulting from acts or omissions of a Party which are expressly permitted or required by this Agreement); or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement. (2) Notification provided under this Section 4.7 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (3) Metalla may elect not exercise its right to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 7.2(1)(d)(i) and Nova may not exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the Outside Date, no Party may terminate this Agreement until the earlier of the Outside Date and the expiration of a period of 15 business days fifteen (15) Business Days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date making of the Target Meetingapplication for the Final Order, such meeting shall, unless the Parties agree otherwise, application shall be postponed or adjourned until the expiry of such period. If the terminating Party delivers such notice has been delivered prior to the filing date of the Articles Nova Meeting, unless the Parties agree otherwise, Nova shall postpone the Nova Meeting until the earlier of Arrangement with five (5) Business Days prior to the Enterprise Registrar, such filing shall be postponed until two business days after Outside Date and the expiry date that is fifteen (15) Business Days following receipt of such period. 7.1.3 Each Party hereto shall promptly notify notice by the other Party of (i) any communication from any person alleging breaching Party. For greater certainty, in the event that such matter is cured within the consent of such person (or another person) is or may be required in connection with the transactions contemplated by time period referred to herein, this Agreement (and may not be terminated as a result of the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreementcured breach.

Notice and Cure Provisions. 7.1.1 Each Party (1) The Purchaser and the Company will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time Date, of any event or state of facts of which it is aware which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (a) cause any of the representations or warranties of either Party the other party contained herein to be untrue or inaccurate in any material respect on the date hereof or at on the Effective TimeDate; or 7.1.1.2 (b) result in the failure in any material respect to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party the other hereunder prior to the Effective TimeDate. 7.1.2 No Party (2) Neither the Purchaser nor the Company may elect not seek to complete the transactions contemplated hereby pursuant to the rely upon any conditions set forth herein precedent contained in Sections 5.1, 5.2 or 5.3, or exercise any termination right arising therefrom and no payments are payable as a result of such election pursuant to Section 7.4 therefrom, unless forthwith and in any event prior to the Effective Timefiling of the Articles of Arrangement for acceptance by the Director, the Party intending to rely thereon Purchaser or the Company, as the case may be, has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is Purchaser or the Company, as the case may be, are asserting as the basis for the non-fulfillment or fulfilment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that a Party the Company or the Purchaser, as the case may be, is proceeding diligently to cure such matter and matter, if such matter is capable susceptible to being cured (for greater certainty, except by way of being cureddisclosure in the case of representations and warranties), no Party the other may not terminate this Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 business 30 days from such notice, and unless . If any such matter has is, by mutual agreement, acting reasonably, not been cured by susceptible to being cured, then, unless the other party waives such datematter (which shall not operate as a waiver of any other matter whatsoever) in writing within five (5) Business Days, this Agreement shall be automatically terminated (without prejudice to any liability for prior non-compliance). If such notice has been delivered prior to the date of the Target Company Meeting, such meeting shall, unless the Parties parties agree otherwise, be postponed or adjourned until the expiry of such period, provided that such period does not extend beyond the Outside Date. If such notice has been delivered prior to the making of the application for the Final Order or the filing of the Articles of Arrangement with the Enterprise RegistrarDirector, such application and such filing shall be postponed until two business days after the expiry of such period, provided that such period does not extend beyond the Outside Date. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 No Party . The Purchaser may elect not exercise its right to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 8.2(a)(iii)(B) and DRAXIS may not exercise its right to terminate this Agreement pursuant to Section 8.2(a)(iv)(B) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being curedcured (except matters arising out of the failure to make appropriate disclosure in the Data Room), no Party may terminate this Agreement until the expiration of a period of 15 fifteen business days from such notice, and unless if such matter has not been cured by such date. If such notice has been delivered prior to the date making of the Target Meetingapplication for either Final Order or the filing of Articles of Arrangement with the Director, such meeting shall, unless the Parties agree otherwise, application and such filing shall be postponed or adjourned until the expiry of such period. If For greater certainty, in the event that such notice has been delivered prior matter is cured within the time period referred to the filing herein without a Material Adverse Effect, this Agreement may not be terminated as a result of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodcured breach. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.

Notice and Cure Provisions. 7.1.1 (a) Each Party will give prompt notice to shall promptly notify the other Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to: 7.1.1.1 (i) cause any of the representations or warranties of either such Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or at of this Agreement to the Effective Time; or 7.1.1.2 (ii) result in the failure failure, in any material respect, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either such Party hereunder prior under this Agreement. (b) Notification provided under this Section 7.10 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Timeobligations of the Parties under this Agreement. 7.1.2 No Party (c) The Parent and the Purchaser may not elect not to complete the transactions contemplated hereby pursuant exercise their right to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 9.2 and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 9.2, unless forthwith and in any event prior to the Effective Time, the Party intending seeking to rely thereon terminate the Agreement (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party delivering such notice is asserting asserts as the basis for the non-fulfillment or the applicable condition or termination right, as the case may betermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being curedcured prior to the End Date, no the Terminating Party may terminate this Agreement not exercise such termination right until the expiration earlier of a period of 15 business days from such notice(a) the End Date, and unless (b) the date that is twenty (20) Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If such notice has been delivered the Terminating Party delivers a Termination Notice prior to the date of the Target Company Meeting or the Parent Meeting, such meeting shallif necessary, unless the Parties agree otherwise, be postponed the Company shall postpone or adjourned until adjourn the expiry Company Meeting, and the Parent shall postpone or adjourn the Parent Meeting, if necessary, to the earlier of such period. If such notice has been delivered (a) five (5) Business Days prior to the filing of End Date and (b) the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry date that is twenty (20) Business Days following receipt of such period. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated Termination Notice by the AgreementBreaching Party.

Notice and Cure Provisions. 7.1.1 8.1.1 Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time of any event or state of facts which occurrence or failure would, or would be likely to: 7.1.1.1 (a) cause any of the representations or warranties of either any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or 7.1.1.2 (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either any Party hereunder prior to the Effective Time. 7.1.2 No Party 8.1.2 Acquiror may elect not exercise its rights to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any termination right arising therefrom and no payments are payable as a result of such election terminate this Agreement pursuant to Section 7.4 9.2.1(c)(iii) and the Company may not exercise its right to terminate this Agreement pursuant to Section 9.2.1(d)(iii) unless forthwith and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may terminate this Agreement until the expiration of a period of 15 ten business days from such notice, and unless then only if such matter has not been cured by such date. If such notice has been delivered prior to the date making of the Target Meetingapplication for the Final Order, such meeting shall, unless the Parties agree otherwise, application and such filing shall be postponed or adjourned until the expiry of such period. If For greater certainty, in the event that such notice has been delivered prior matter is cured within the time period referred to the filing herein without a Material Adverse Effect, this Agreement may not be terminated as a result of the Articles of Arrangement with the Enterprise Registrar, such filing shall be postponed until two business days after the expiry of such periodcured breach. 7.1.3 Each Party hereto shall promptly notify the other Party of (i) any communication from any person alleging that the consent of such person (or another person) is or may be required in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), (ii) any material communication from any Governmental Entity in connection with the transactions contemplated by this Agreement (and the response thereto from such Party, its subsidiaries or its representatives), and (iii) any material Legal Actions threatened or commenced against or otherwise affecting such Party or any of its subsidiaries that are related to the transactions contemplated by the Agreement.