Common use of Notice and Cure Provisions Clause in Contracts

Notice and Cure Provisions. (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 termination of this Agreement of any event or state of facts which occurrence or failure would, or would be likely to give rise to a right of termination by the other Party. Notification provided under this Section 4.3 will not affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto). (b) The Shareholder may not exercise its right to terminate this Agreement pursuant to Section 4.1(b)(i) and Flutter may not exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (ii) unless the Party seeking to terminate the Agreement delivers 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 termination right. If any such notice is delivered prior to the Stars Meeting, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meeting, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of (a) five Business Days prior the Outside Date and (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered.

Notice and Cure Provisions. (a) Each Party will party 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 termination of this Agreement Effective Time, of any event or state of facts which occurrence or failure would, or would be likely to give rise to a right of termination by the other Party. Notification provided under this Section 4.3 will not affect the representations, warranties, covenants, agreements or obligations could: (a) cause any of the parties (representations or remedies with warranties of such party hereto contained herein to be untrue or inaccurate in any respect thereto).on the date hereof or on the Effective Date; (b) The Shareholder result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (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 exercise its right to terminate this Agreement complete the transactions contemplated hereby pursuant to Section 4.1(b)(ithe conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and Flutter may not exercise its right in any event prior to terminate this Agreement pursuant the Effective Time, the party intending to 4.1(c)(i) or (ii) unless the Party seeking to terminate the Agreement delivers 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 party hereto delivering such notice is asserting as the basis for the exercise of the termination right. If , as the case may be, and (ii) if any such notice is delivered prior to the Stars Meetingdelivered, provided that and a party hereto is proceeding diligently diligently, at its own expense, to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Datematter, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meeting, provided that a Party is proceeding diligently susceptible to cure such matter and such matter is capable of being cured, no Party the party hereto which has delivered such notice may exercise such termination right not terminate this Arrangement Agreement until the earlier expiration of (a) five Business Days prior the Outside Date and (b) the a period of 15 days from date that is 10 Business Days following receipt of delivery of such notice by the Party to whom the notice was deliverednotice.

Notice and Cure Provisions. (a) Each Party party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the termination of this Agreement of any event or state of facts which occurrence or failure would, or would be likely to give rise to a right of termination by the other Partyparty pursuant to Sections 4.1(c) or 4.1(d). Notification provided under this Section 4.3 will not affect the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto). (b) The Shareholder Securityholder may not exercise its right to terminate this Agreement pursuant to Sections 4.1(c)(i) or 4.1(c)(iv) and the Purchaser or the Parent may not exercise its right to terminate this Agreement pursuant to Section 4.1(b)(i) and Flutter may not exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (ii4.1(d) unless the Party party seeking to terminate the Agreement delivers a written notice to the other Party party 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 termination right. If any such notice is delivered prior to the Stars Company Meeting, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party party may exercise such termination right until the earliest earlier of (a) two Business Days prior to the Stars Company Meeting, and (b) the date that is 10 Business Days following receipt of such notice by the Party party to whom the notice was delivered and (c) the Outside Datedelivered, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Company Meeting, provided that a Party party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party party may exercise such termination right until the earlier of (a) five Business Days prior to the Outside Date Deadline Date, and (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered.

Notice and Cure Provisions. (a) Each Party will party shall give prompt notice to the other party of the occurrence, or failure to occur, at any time from the date hereof until the termination of this Agreement Effective Date, of any event or state of facts which occurrence or of failure would, or would reasonably be likely to give rise to a right of termination by the other Party. Notification provided under this Section 4.3 will not affect the representations, warranties, covenants, agreements or obligations to: (a) cause any of the parties (representations or remedies with warranties of either party contained herein to be untrue or inaccurate in any material respect thereto).on the date hereof or at the Effective Date; (b) The Shareholder result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either party prior to or at the Effective Date; or (c) result in the failure to satisfy any of the conditions precedent in its favour contained in Sections 6.1, 6.2 or 6.3, as the case may be. Except as herein provided, a party may elect not exercise its right to terminate this Agreement complete the transactions contemplated hereby pursuant to Section 4.1(b)(ithe conditions contained in Sections 6.1, 6.2 and 6.3 or exercise any termination right arising therefrom; provided, however, that (i) promptly, and Flutter may not exercise its right in any event prior to terminate this Agreement pursuant the Effective Time, the party intending to 4.1(c)(i) or (ii) unless the Party seeking to terminate the Agreement delivers rely thereon has delivered a written notice to the other Party party 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 of the applicable condition precedent or termination right. If , as the case may be, and (ii) if any such notice is delivered prior to the Stars Meetingdelivered, provided that and a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Datematter, if such matter has is susceptible to being cured, the other party may not terminate this Agreement (except pursuant to Section 9.2(c)) unless the default or breach shall not have been cured by such date. If any such notice is delivered after at the earlier of the Effective Date and the expiration of a period of 15 days from the date of the Stars Meeting, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of (a) five Business Days prior the Outside Date and (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was deliverednotice.

Notice and Cure Provisions. (a) 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 termination of this Agreement Effective Date, of any event or state of facts which occurrence or failure would, or would be likely to give rise to a right of termination by the other Party. Notification provided under this Section 4.3 will not affect the representations, warranties, covenants, agreements or obligations could: (a) cause any of the parties (representations or remedies with warranties of such Party contained herein to be untrue or inaccurate in any respect thereto).on the date hereof or on the Effective Date; (b) The Shareholder result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such Party on or before the Effective Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in Section 5.1, 5.2 or 5.3, as the case may be. Subject as herein provided, a Party may: (a) elect not to complete the transactions contemplated hereby by virtue of any of the conditions for its benefit contained in Section 5.1, 5.2 or 5.3 not being satisfied or waived; or (b) exercise its any termination right arising therefrom; provided, however, that: (i) promptly and in any event prior to terminate this Agreement pursuant to Section 4.1(b)(i) and Flutter may not exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (ii) unless the Effective Date, the Party seeking hereto intending to terminate the Agreement delivers 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 exercise of the termination right. If , as the case may be; and (ii) if any such notice is delivered prior to the Stars Meetingdelivered, provided that and a party is proceeding diligently Party proceeds diligently, at its own expense, to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Datematter, if such matter is susceptible to being cured, the Party that has not been cured by such date. If any delivered such notice is delivered after may not terminate this Agreement until the lesser of ten (10) days from the date of delivery of such notice and the Stars Meeting, provided that a Party is proceeding diligently to cure such matter and such matter is capable number of being cured, no Party may exercise such termination right until days remaining before the earlier of (a) five Business Days prior the Outside Effective Date and (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was deliveredCompletion Deadline.

Notice and Cure Provisions. (a1) 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 termination of this Agreement of any event or state of facts which occurrence or failure would, or would be reasonably likely to give rise result in the failure to a right of termination comply with or satisfy any closing condition to be complied with or satisfied by the other Party. such Party under this Agreement. (2) Notification provided under this Section 4.3 4.14 will not affect the representations, warranties, covenants, agreements or obligations of the parties Parties (or remedies with respect thereto)) or the conditions to the obligations of the Parties under this Agreement. (b3) The Shareholder Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 4.1(b)(i7.2(d)(i) and Flutter the Company may not elect to exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (ii) Section 7.2(c)(i), unless the Party seeking to terminate the Agreement delivers (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 termination righttermination. If any such notice is delivered prior to the Stars MeetingAfter delivering a Termination Notice, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meeting, 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 (with any intentional breach being deemed to be incurable), no the Terminating Party may not exercise such termination right until the earlier of (a) five Business Days prior the Outside Date Date, and (b) if such matter has not been cured by the date that is 10 twenty (20) Business Days following receipt of such notice Termination Notice by the Party to whom the notice was deliveredBreaching Party, such date.

Notice and Cure Provisions. (a) Each If any Party will give prompt notice to the other of the occurrence, or failure to occur, determines at any time from prior to the date hereof until Effective Time that it intends to refuse to complete the termination of this Agreement transactions contemplated hereby because of any event unfilled or state of facts which occurrence or failure wouldunperformed condition contained in this Agreement, or would be likely to give rise to a right of termination by such Party will so notify the other PartyParty 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 Expiry Time. Notification provided under this Section 4.3 will Neither the Company nor the Purchaser may elect not affect to complete the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto). (b) The Shareholder may not exercise its right to terminate this Agreement transactions contemplated hereby pursuant to Section 4.1(b)(i) the conditions contained in Schedule A hereof or exercise any termination right arising therefrom and Flutter may not exercise its right no payments will be payable as a result of such election unless forthwith and in any event prior to terminate this Agreement pursuant to 4.1(c)(i) or (ii) unless the Expiry Time the Party seeking intending to terminate the Agreement delivers rely thereon has 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 of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered prior to the Stars Meetinggiven, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meeting, provided that a 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 exercise such termination right not terminate this Agreement as a result thereof until the earlier of (a) five Business Days prior the Outside Date Expiry Time and (b) the date that is expiration of a period of 10 Business Days following receipt of from such notice by the Party to whom the notice was deliverednotice.

Notice and Cure Provisions. (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 termination of this Agreement of any event or state of facts which occurrence or failure would, or would be likely to give rise to a right of termination by the other PartyParty pursuant to Sections 4.1(b) or 4.1(c). Notification provided under this Section 4.3 will not affect the representations, warranties, covenants, agreements or obligations of the parties Parties (or remedies with respect thereto). (b) The Shareholder may not exercise its right to terminate this Agreement pursuant to Section Sections 4.1(b)(i) or 4.1(b)(iii) and Flutter SII may not exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (iiSection 4.1(c) unless the Party seeking to terminate the Agreement delivers 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 termination right. If any such notice is delivered prior to the Stars Meeting, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars CFCL Meeting, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of (a) five three (3) Business Days prior to the Outside Date CFCL Meeting, and (b) the date that is 10 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 any such notice is delivered after the date of the CFCL Meeting, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered.

Notice and Cure Provisions. (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 termination of this Agreement of any event or state of facts which occurrence or failure would, or would be likely to give rise to a right of termination by the other PartyParty pursuant to Sections 4.1(b) or 4.1(c). Notification provided under this Section 4.3 will not affect the representations, warranties, covenants, agreements or obligations of the parties Parties (or remedies with respect thereto). (b) The Shareholder may not exercise its right to terminate this Agreement pursuant to Section Sections 4.1(b)(i) or 4.1(b)(ii) and Flutter Americas Silver may not exercise its right to terminate this Agreement pursuant to Section 4.1(c)(i) or (ii) unless the Party seeking to terminate the Agreement delivers 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 termination right. If any such notice is delivered prior to the Stars Company Meeting, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest earlier of (a) two Business Days five business days prior to the Stars Company Meeting, and (b) the date that is 10 Business Days business days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Datedelivered, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Company Meeting, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of (a) five Business Days prior the Outside Date and (b) the date that is 10 Business Days business days following receipt of such notice by the Party to whom the notice was delivered.

Notice and Cure Provisions. (a) Each If any Party will give prompt notice to the other of the occurrence, or failure to occur, determines at any time from prior to the date hereof until Effective Time that it intends to refuse to complete the termination of this Agreement transactions contemplated hereby because of any event unfilled or state of facts which occurrence or failure wouldunperformed condition contained in this Agreement, or would be likely to give rise to a right of termination by such Party will so notify the other PartyParty 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. Notification provided under this Section 4.3 will Neither Rio Alto nor Tahoe may elect not affect to complete the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto). (b) The Shareholder may not exercise its right to terminate this Agreement transactions contemplated hereby pursuant to Section 4.1(b)(i) the conditions precedent contained in Article 7 hereof or exercise any termination right arising therefrom and Flutter may not exercise its right to terminate this Agreement no payments will be payable as a result of such election pursuant to 4.1(c)(i) or (ii) Article 7 unless forthwith and in any event prior to the Effective Time the Party seeking intending to terminate the Agreement delivers rely thereon has 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 of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered prior to the Stars Meetinggiven, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meeting, provided that a 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 exercise such termination right not terminate this Agreement as a result thereof until the earlier of (a) five Business Days prior the Outside Date and (b) the date that is expiration of a period of 10 Business Days following receipt from such notice. If such notice has been given prior to the date of the Rio Alto Meeting and the Tahoe Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such notice by the Party to whom the notice was deliveredperiod (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. (a) Each 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 termination of this Agreement of any event or state of facts which occurrence or failure would, or would be likely to give rise to a right of termination by the any other PartyParty pursuant to Section 4.1(b) or 4.1(c). Notification provided under this Section 4.3 4.2 will not affect the representations, warranties, covenants, agreements or obligations of the parties Parties (or remedies with respect thereto). (b) The Shareholder Securityholders may not exercise their right to terminate this Agreement pursuant to Section 4.1(b)(i) or 4.1(b)(ii) and the Purchaser may not exercise its right to terminate this Agreement pursuant to Section 4.1(b)(i) and Flutter may not exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (ii4.1(c) unless the Party seeking to terminate the this Agreement delivers 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 termination right. If any such notice is delivered prior to the Stars Meeting, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Company Meeting, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of (ai) two Business Days prior to the Company Meeting, and (ii) the date that is 10 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 any such notice is delivered after the date of the Company Meeting, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of (i) five Business Days prior to the Outside Date Date, and (bii) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered.

Notice and Cure Provisions. (a) 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 termination of this Agreement of any event or state of facts which occurrence or failure would, or would be likely to give rise to a right of termination by the other PartyParty pursuant to Section 4.1(b) or 4.1(c). Notification provided under this Section 4.3 4.2 will not affect the representations, warranties, covenants, agreements or obligations of the parties Parties (or remedies with respect thereto). (b) The Shareholder Securityholder may not exercise his or her right to terminate this Agreement pursuant to Section 4.1(b)(i) or 4.1(b)(ii) and the Purchaser may not exercise its right to terminate this Agreement pursuant to Section 4.1(b)(i) and Flutter may not exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (ii4.1(c) unless the Party seeking to terminate the this Agreement delivers 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 termination right. If any such notice is delivered prior to the Stars Meeting, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Company Meeting, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of (ai) two Business Days prior to the Company Meeting, and (ii) the date that is 10 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 any such notice is delivered after the date of the Company Meeting, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of (i) five Business Days prior to the Outside Date Date, and (bii) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered.

Notice and Cure Provisions. (a) 4.4.1 Each Party will give prompt notice to of the other Purchaser and Vendors shall promptly notify the others of the occurrence, or failure to occur, at any time from the date hereof until the termination of this Agreement of any event or state of facts which occurrence or failure would, or would be reasonably likely to give rise to a right of termination by the other Party. Notification provided under this Section 4.3 will not affect the representations, warranties, covenants, agreements or obligations to: (a) cause any of the parties (representations or remedies with warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect thereto).at any time from the date of this Agreement to the Closing Date; (b) The Shareholder result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement in a manner that would be reasonably likely to impede or delay the transactions contemplated hereby; or (c) result in a Material Adverse Change. 4.4.2 In the circumstances contemplated by Sections 4.4.1(a) and 4.4.1(b), the Purchaser or the Vendors, as the case may not exercise its right be (the “Terminating Party”), may elect to terminate this Agreement pursuant to Section 4.1(b)(i) and Flutter may not exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (ii) unless the Party seeking to terminate the Agreement delivers Agreement, by delivering 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 termination righttermination. If any such notice is delivered prior to the Stars MeetingAfter delivering a Termination Notice, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meeting, 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 not exercise such termination right until the earlier of (a) five Business Days prior the Outside Date Date, and (b) the date that is 10 ten (10) Business Days following receipt of such notice Termination Notice by the Party to whom the notice was deliveredBreaching Party, if such matter has not been cured by such date.

Notice and Cure Provisions. (a) 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, of any event or state of facts which occurrence or failure would, or would be reasonably likely to give rise to a right of termination by the other Party. Notification provided under this Section 4.3 will not affect the representations, warranties, covenants, agreements or obligations to: (i) cause any of the parties representations or warranties of either Party contained herein to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; or (ii) result in the failure to comply with or remedies satisfy any covenant, condition or agreement to be complied with respect thereto)or satisfied by either Party hereunder prior to the Effective Time. (b) The Shareholder Purchaser Parties may not exercise their right to terminate this Agreement pursuant to Section 8.2(c)(ii) [Termination By the Purchaser Parties] and the Company may not exercise its right to terminate this Agreement pursuant to Section 4.1(b)(i8.2(d)(i) and Flutter may not exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (ii) [Termination By the Company] unless the Party seeking to terminate the Agreement delivers 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 that the Party delivering such notice is asserting as the basis for the termination right. If any such notice is delivered prior to the Stars Meeting, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meetingdelivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right right, until the earlier of (ai) five Business Days prior the Outside Date Date, and (bii) the date that is 10 Business Days 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.

Notice and Cure Provisions. (a) Each If any Party will give prompt notice to the other of the occurrence, or failure to occur, determines at any time from prior to the date hereof until Effective Time that it intends to refuse to complete the termination of this Agreement transactions contemplated hereby because of any event unfilled or state of facts which occurrence or failure wouldunperformed condition contained in this Agreement, or would be likely to give rise to a right of termination by such Party will so notify the other PartyParty 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. Notification provided under this Section 4.3 will Neither Lake Shore nor Tahoe may elect not affect to complete the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto). (b) The Shareholder may not exercise its right to terminate this Agreement transactions contemplated hereby pursuant to Section 4.1(b)(i) the conditions precedent contained in Article 7 hereof or exercise any termination right arising therefrom and Flutter may not exercise its right to terminate this Agreement no payments will be payable as a result of such election pursuant to 4.1(c)(i) or (ii) Article 7 unless forthwith and in any event prior to the Effective Time the Party seeking intending to terminate the Agreement delivers rely thereon has 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 of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered prior to the Stars Meetinggiven, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meeting, provided that a 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 exercise such termination right not terminate this Agreement as a result thereof until the earlier of (a) five Business Days prior the Outside Date and (b) the date that is expiration of a period of 10 Business Days following receipt from such notice. If such notice has been given prior to the date of the Lake Shore Meeting and the Tahoe Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such notice by the Party to whom the notice was deliveredperiod (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. (a) Each Party will give prompt notice to If either the Company, on the one hand, or the Purchaser or the Parent, on the other of the occurrencehand, or failure to occur, determines at any time from prior to the date hereof until Effective Time that it intends to refuse to complete the termination of this Agreement transactions contemplated hereby because of any event unfilled or state of facts which occurrence or failure wouldunperformed condition contained in this Agreement, or would be likely to give rise to a right of termination by such Party will so notify the other PartyParty 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. Notification provided under this Section 4.3 Neither the Company, on the one hand, nor the Purchaser or the Parent, on the other hand, may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 8 or exercise any termination right arising therefrom and no payments will not affect the representations, warranties, covenants, agreements or obligations be payable as a result of the parties (or remedies with respect thereto). (b) The Shareholder may not exercise its right to terminate this Agreement such election pursuant to Section 4.1(b)(i) 7.2 unless forthwith, and Flutter may not exercise its right in any event prior to terminate this Agreement pursuant to 4.1(c)(i) or (ii) unless the Effective Time, the Party seeking intending to terminate the Agreement delivers rely thereon has 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 of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered prior to the Stars Meetinggiven, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meeting, provided that a 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 exercise such termination right not terminate this Agreement as a result thereof until the earlier of (a) five Business Days prior the Outside Date and (b) the expiration of a period of 15 Business Days from such notice. If such notice has been given prior to the date that is 10 Business Days following receipt of the Company Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such notice by the Party to whom the notice was deliveredperiod (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. ‌ (a) 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 termination of this Agreement of any event or state of facts which occurrence or failure would, or would be likely to give rise to a right of termination by the other PartyParty pursuant to Section 4.1(b) or 4.1(c). Notification provided under this Section 4.3 4.2 will not affect the representations, warranties, covenants, agreements or obligations of the parties Parties (or remedies with respect thereto). (b) The Shareholder Securityholder may not exercise its right to terminate this Agreement pursuant to Section 4.1(b)(i) or 4.1(b)(ii) and Flutter STEP may not exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (iiSection 4.1(c) unless the Party seeking to terminate the this Agreement delivers 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 termination right. If any such notice is delivered prior to the Stars Meeting, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars STEP Meeting, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of (ai) two Business Days prior to the STEP Meeting, and (ii) the date that is 10 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 any such notice is delivered after the date of the STEP Meeting, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of (i) five Business Days prior to the Outside Date Date, and (bii) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered.

Notice and Cure Provisions. (a) 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 termination of this Agreement Effective Date, of any event or state of facts which occurrence or failure would, or would be likely to give rise to a right of termination by the other Party. Notification provided under this Section 4.3 will not affect the representations, warranties, covenants, agreements or obligations could: (a) cause any of the parties (representations or remedies with warranties of such Party contained herein to be untrue or inaccurate in any respect thereto).on the date hereof or on the Effective Date;‌ (b) The Shareholder result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such Party on or before the Effective Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in Section 5.1, 5.2 or 5.3, as the case may be. Subject as herein provided, a Party may: (a) elect not to complete the transactions contemplated hereby by virtue of any of the conditions for its benefit contained in Section 5.1, 5.2 or 5.3 not being satisfied or waived; or (b) exercise its any termination right arising therefrom; provided, however, that: (i) promptly and in any event prior to terminate this Agreement pursuant to Section 4.1(b)(i) and Flutter may not exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (ii) unless the Effective Date, the Party seeking hereto intending to terminate the Agreement delivers 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 exercise of the termination right. If , as the case may be; and (ii) if any such notice is delivered prior to the Stars Meetingdelivered, provided that and a party is proceeding diligently Party proceeds diligently, at its own expense, to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Datematter, if such matter is susceptible to being cured, the Party that has not been cured by such date. If any delivered such notice is delivered after may not terminate this Agreement until the lesser of ten (10) days from the date of delivery of such notice and the Stars Meeting, provided that a Party is proceeding diligently to cure such matter and such matter is capable number of being cured, no Party may exercise such termination right until days remaining before the earlier of (a) five Business Days prior the Outside Effective Date and (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was deliveredCompletion Deadline.

Notice and Cure Provisions. (a) 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 Closing Time of any event or state of facts which occurrence or failure would, or would be likely to give rise to a right of termination by the other Party. Notification provided under this Section 4.3 will not affect the representations, warranties, covenants, agreements or obligations to: (a) cause any of the parties (representations or remedies with warranties of any Party contained herein to be untrue or inaccurate in any material respect thereto).on the date hereof or at the Closing Time; or (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder prior to the Closing Time. The Shareholder Purchaser may not exercise its right to terminate this Agreement pursuant to Section 4.1(b)(i9.1.1(c) and Flutter IAMGOLD may not exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (iiSection 9.1.1(d) unless the Party seeking to terminate the Agreement delivers 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-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered prior to the Stars Meeting, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meetingdelivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right terminate this Agreement until the expiration of the earlier of of: (a) five ten (10) Business Days prior from the Outside Date receipt of such notice, and (b) the Outside Date provided that such matter has not been cured by such earlier date that is 10 Business Days following receipt of (such notice by date being referred to as the Party to whom the notice was delivered“Cure Date”).

Notice and Cure Provisions. (a) Each If any Party will give prompt notice to the other of the occurrence, or failure to occur, determines at any time from prior to the date hereof until Effective Time that it intends to refuse to complete the termination of transactions contemplated by this Agreement because of any event unfilled or state of facts which occurrence or failure wouldunperformed condition contained in this Agreement, or would be likely to give rise to a right of termination by such Party will so notify the other PartyParty 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. Notification provided under this Section 4.3 will Neither the Company nor the Purchaser may elect not affect to complete the representations, warranties, covenants, agreements or obligations of the parties (or remedies with respect thereto). (b) The Shareholder may not exercise its right to terminate transactions contemplated by this Agreement pursuant to Section 4.1(b)(i) the conditions precedent contained in Article 8 or exercise any termination right arising therefrom and Flutter may not exercise its right to terminate this Agreement no payments will be payable as a result of such election pursuant to 4.1(c)(i) or (ii) Article 8 unless forthwith and in any event prior to the Effective Time the Party seeking intending to terminate the Agreement delivers rely thereon has 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 of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered prior to the Stars Meeting, given (provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meeting, provided that a 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 exercise such termination right not terminate this Agreement as a result thereof until the earlier of (a) five Business Days prior the Outside Date and (b) the date that is expiration of a period of 10 Business Days following receipt from such notice. If such notice has been given prior to the date of the Company Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such notice by the Party to whom the notice was deliveredperiod (without causing any breach of any other provision contained in this Agreement).

Notice and Cure Provisions. (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 termination of this Agreement of any event or state of facts which occurrence or failure would, or would be reasonably likely to give rise cause any condition in Section 6.2 or Section 6.3, as applicable, not to a right of termination by the other Party. be satisfied. (b) Notification provided under this Section 4.3 10.2 will not affect the representations, warranties, covenants, agreements or obligations of the parties Parties (or remedies with respect thereto)) or the conditions to the obligations of the Parties under this Agreement. (bc) The Shareholder Purchasers may not elect to exercise its their right to terminate this Agreement pursuant to Section 4.1(b)(iSubsection 10.1(b)(ii) and Flutter the Vendors may not elect to exercise its their right to terminate this Agreement pursuant to 4.1(c)(i) or (ii) Subsections 10.1(c)(ii), unless the Party seeking to terminate the Agreement delivers (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 termination righttermination. If any such notice is delivered prior to the Stars MeetingAfter delivering a Termination Notice, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meeting, 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 (with any intentional breach being deemed to be incurable), no the Terminating Party may not exercise such termination right until the earlier of (a) five Business Days prior the Outside Date Date, and (b) if such matter has not been cured by the date that is 10 seven (7) Business Days following receipt of such notice Termination Notice by the Party to whom the notice was deliveredBreaching Party, such date.

Notice and Cure Provisions. (a) 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 termination of this Agreement of any event or state of facts which occurrence or failure would, or would be reasonably likely to give rise result in the failure to a right of termination comply with or satisfy any closing condition to be complied with or satisfied by the other Partysuch Party under this Agreement. 2. Notification provided under this Section 4.3 4.12 will not affect the representations, warranties, covenants, agreements or obligations of the parties Parties (or remedies with respect thereto)) or the conditions to the obligations of the Parties under this Agreement. (b) 3. The Shareholder Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 4.1(b)(i7.2(d)(i) and Flutter the Company may not elect to exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (ii) Section 7.2(c)(i), unless the Party seeking to terminate the Agreement delivers (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 termination righttermination. If any such notice is delivered prior to the Stars MeetingAfter delivering a Termination Notice, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meeting, 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 (with any intentional breach being deemed to be incurable), no the Terminating Party may not exercise such termination right until the earlier of (a) five Business Days prior the Outside Date Date, and (b) if such matter has not been cured by the date that is 10 twenty (20) Business Days following receipt of such notice Termination Notice by the Party to whom the notice was deliveredBreaching Party, such date.

Notice and Cure Provisions. (a1) 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 termination of this Agreement of any event or state of facts which occurrence or failure would, or would be reasonably likely to give rise result in the failure to a right of termination comply with or satisfy any closing condition to be complied with or satisfied by the other Party. such Party under this Agreement. (2) Notification provided under this Section 4.3 4.12 will not affect the representations, warranties, covenants, agreements or obligations of the parties Parties (or remedies with respect thereto)) or the conditions to the obligations of the Parties under this Agreement. (b3) The Shareholder Purchaser may not elect to exercise its right to terminate this Agreement pursuant to Section 4.1(b)(i7.2(d)(i) and Flutter the Company may not elect to exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (ii) Section 7.2(c)(i), unless the Party seeking to terminate the Agreement delivers (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 termination righttermination. If any such notice is delivered prior to the Stars MeetingAfter delivering a Termination Notice, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meeting, 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 (with any intentional breach being deemed to be incurable), no the Terminating Party may not exercise such termination right until the earlier of (a) five Business Days prior the Outside Date Date, and (b) if such matter has not been cured by the date that is 10 twenty (20) Business Days following receipt of such notice Termination Notice by the Party to whom the notice was deliveredBreaching Party, such date.

Notice and Cure Provisions. (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 Effective Time or the termination of this Agreement in accordance with its terms of any event or state of facts which occurrence or failure would, or would be reasonably likely to give rise to a right of termination by the other Party. Notification provided under this Section 4.3 will not affect the representations, warranties, covenants, agreements or obligations to: (i) cause any of the parties representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect on the date hereof or at the Effective Time; or (ii) result in the failure to comply with or remedies satisfy any covenant, condition or agreement to be complied with or satisfied by such Party hereunder in any material respect thereto)prior to the Effective Time. (b) The Shareholder Purchaser may not exercise its right to terminate this Agreement pursuant to Section 4.1(b)(i6.3(b)(i) on account of the failure to be satisfied of the conditions set forth in Sections 5.4(a), 5.4(b), 5.4(c), 5.4(d), or 5.4(e), and Flutter the Partnership, GP and the Corporation may not exercise its right their rights to terminate this Agreement pursuant to 4.1(c)(iSection 6.3(b)(i) on account of the failure to be satisfied of the conditions set forth in Sections 5.2(a) or (iiSection 5.2(b), Section 5.3(a) or Section 5.3(b), or Section 6.3(d)(ii), in each case unless the Party seeking to terminate the Agreement delivers 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 that the Party delivering such notice is asserting as the basis for the termination right. If any such notice is delivered prior to the Stars Meeting, provided that a party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Date, if such matter has not been cured by such date. If any such notice is delivered after the date of the Stars Meetingdelivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right right, until the earlier of (ai) five Business Days prior the Outside Date Date, and (bii) the date that is 10 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 Partnership Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiry of such period (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. (a) 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 termination of this Agreement Effective Date, of any event or state of facts which occurrence or failure would, or would be likely to give rise to a right of termination by the other Party. Notification provided under this Section 4.3 will not affect the representations, warranties, covenants, agreements or obligations could: (a) cause any of the parties (representations or remedies with warranties of such Party contained herein to be untrue or inaccurate in any respect thereto).on the date hereof or on the Effective Date; (b) The Shareholder result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such Party on or before the Effective Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other Party contained in Section 6.1, 6.2 or 6.3, as the case may be. Subject as herein provided, a Party may: (d) elect not to complete the transactions contemplated hereby by virtue of any of the conditions for its benefit contained in Section 6.1, 6.2 or 6.3 not being satisfied or waived; or (e) exercise its any termination right arising therefrom; provided, however, that: (i) promptly and in any event prior to terminate this Agreement pursuant to Section 4.1(b)(i) and Flutter may not exercise its right to terminate this Agreement pursuant to 4.1(c)(i) or (ii) unless the Effective Date, the Party seeking hereto intending to terminate the Agreement delivers 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 exercise of the termination right. If , as the case may be; and (ii) if any such notice is delivered prior to the Stars Meetingdelivered, provided that and a party is proceeding diligently Party proceeds diligently, at its own expense, to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earliest of (a) two Business Days prior to the Stars Meeting, (b) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered and (c) the Outside Datematter, if such matter is susceptible to being cured, the Party that has not been cured by such date. If any delivered such notice is delivered after may not terminate this Agreement until the lesser of ten (10) days from the date of the Stars Meeting, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of (a) five Business Days prior the Outside Date and (b) the date that is 10 Business Days following receipt delivery of such notice by and the Party to whom number of days remaining before the notice was deliveredEffective Date.