Common use of Notice and Cure Provisions Clause in Contracts

Notice and Cure Provisions. Each party hereto shall give prompt notice to the others of them of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) 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 Date; or (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 hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions contained in sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, 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 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them 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 Date, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time (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 (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto any Party hereunder prior to the Effective Date; or (cTime. Eldorado and Subco may not exercise their rights to terminate this Agreement pursuant to Section 8.2.1(c)(iii) result in and Brazauro may not exercise its right to terminate this Agreement pursuant to Section 8.2.1(d)(iii) unless 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 hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions contained in sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto that has delivered such notice no Party may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 fifteen business days from date of delivery of such notice, and 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 Glamis Meetingapplication for the Final Order, the Glamis Meeting such application and such filing shall be adjourned or postponed 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 the cured breach.

Notice and Cure Provisions. Each party hereto shall will give prompt notice to the others of them other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective Closing Date, of any event or state of facts which occurrence or failure would, would or would be likely to or couldto: (a) cause any of the representations or warranties of such any party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Closing Date;; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such any party hereto hereunder prior to the Effective Closing Date; or (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 hereof, as the case . No party may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent contained in sections 5.01, 5.02 4.1 or 5.03 hereof not being satisfied 4.2 or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, under section 6.2 unless the party hereto intending to rely thereon has delivered forthwith a written notice to the other parties hereto prior to the Time of Closing specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto delivering such notice is asserting as the basis for the exercise non-fulfillment of the applicable condition precedent or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the no party hereto that has delivered such notice may not terminate this Agreement until February 15, 2008 (or such other date as the earlier of the Completion Deadline and the expiration of a period of 15 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such periodparties hereto may mutually agree).

Notice and Cure Provisions. Each party hereto Party shall give prompt notice to the others of them other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or couldcould reasonably be expected to: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party prior to the Effective Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties hereto Party contained in sections 5.01, 5.02 or 5.03 hereofthis Article 11, as the case may be. Subject as herein provided, a party hereto Party may (a) elect not to complete the transactions contemplated hereby Transaction by virtue of the conditions contained in sections 5.01, 5.02 or 5.03 Article 11 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Parties specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto 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 fifteen (15) days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them 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 Date, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Date; or (cTime. SciVac may not exercise its rights to terminate this Agreement pursuant to Section 9.2(c)(iii) result in and Xxxxx may not exercise its right to terminate this Agreement pursuant to Section 9.2(d)(iii) unless 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 hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions contained in sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto that has delivered such notice no Party may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 days 10 Business Days from date of delivery of such notice, and 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 Glamis application for the Final Order or the Xxxxx Meeting, the Glamis Meeting such application and/or such filing shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto Party shall give prompt notice to promptly notify the others of them other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or on of this Agreement to the Effective Date;Time; or (b) result in the failure failure, in any material respect, to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto prior Party under this Agreement. Telecure may not elect to exercise its right to terminate this Agreement pursuant to Section 7.03(a) and the Effective Date; or (c) result in Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.04(a), unless 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 hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions contained in sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy covenants, inaccuracies of representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfillment of the applicable condition or the availability of a termination right, as the case may be, and (ii) if . If any such notice is delivereddelivered with respect to a matter that is capable of being cured, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto that has delivered such notice no Party may not terminate this Agreement until the earlier of of: (i) the Completion Deadline Outside Date; and (ii) the expiration of a period of 15 days date that is 10 Business Days from the date of delivery receipt of such notice. If , if such notice matter has not been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of cured by such perioddate.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the others of them other party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would reasonably be likely to or couldto: (a) cause any of the representations or warranties of such either party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date; (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such either party hereto prior to or at the Effective Date; or (c) result in the failure to satisfy any of the conditions precedent in its favour of the other parties hereto contained in sections 5.01Sections 6.1, 5.02 6.2 or 5.03 hereof6.3, as the case may be. Subject Except as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions contained in sections 5.01Sections 6.1, 5.02 6.2 or 5.03 hereof not being satisfied 6.3 or waived or (b) exercise any termination right arising therefrom; provided, however, provided that (i) promptly promptly, and in any event prior to the Effective DateTime, the party hereto intending to rely thereon has delivered a written notice to the other parties hereto party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto delivering such notice is asserting as the basis for the exercise non- fulfillment of the applicable condition precedent or termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the other party hereto that has delivered such notice may not terminate this Agreement until unless the default or breach shall not have been cured at the earlier of the Completion Deadline Effective Date and the expiration of a period of 15 10 days from the date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto of Canntab and Telferscot shall give prompt notice to the others of them other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) 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 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 parties hereto Party contained in sections 5.01Section 5.1, 5.02 5.2 or 5.03 hereof5.3, as the case may be. Subject Except as otherwise herein provided, a party hereto may each of Canntab and Telferscot may: (ad) elect not to complete the transactions contemplated hereby by virtue of any of the conditions for its benefit contained in sections 5.01Section 5.1, 5.02 5.2 or 5.03 hereof 5.3 not being satisfied or waived or waived; or (be) exercise any termination right arising therefrom; provided, however, that that: (i) promptly and in any event prior to the Effective Date, the party Party hereto intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and ; and (ii) if any such notice is delivered, and a party hereto is proceeding Party proceeds diligently, at its own expense, to cure such matter, if such matter is susceptible to being curedcured prior to the Completion Deadline to the satisfaction of the Party delivering such notice, the acting reasonably, no party hereto that has delivered such notice may not terminate this Agreement until the earlier of of: (A) ten (10) Business Days from the Completion Deadline and the expiration of a period of 15 days from date of delivery of such notice. If ; and (B) the Completion Deadline, if such notice matter has not been delivered prior to the cured by such date of the Glamis Meeting(except that, the Glamis Meeting in each case and for greater certainty) no cure period shall be adjourned or postponed until the expiry of such periodprovided for a breach which by its nature cannot be cured.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them of the occurrence, or failure to occur, at any time from the date hereof until the Effective DateTime, of any event or state of facts of which it is aware which occurrence or failure would, would or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of any such party hereto Party contained herein to be untrue or inaccurate in any material respect on at any time from the date hereof or on until the Effective DateTime; (b) result in the failure to comply with or satisfy in any material respect any covenant or agreement to be complied with or satisfied by such party hereto Party at or prior to the Effective DateTime; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties hereto its favor contained in sections 5.01Sections 9.1, 5.02 9.2 or 5.03 hereof9.3, as the case may be. Subject as herein provided, a party hereto the Parent, the Acquiror or the Company may (a) elect not to complete the transactions contemplated hereby by virtue pursuant to the non-fulfillment of the any conditions in its favor contained in sections 5.01Sections 9.1, 5.02 9.2 or 5.03 hereof not being satisfied 9.3 or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly forthwith and in any event prior to the Effective Datefiling of the Final Order and Articles of Arrangement for acceptance by the Registrar, the party hereto intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto delivering such notice is asserting as the basis for the exercise non-fulfillment of the applicable condition precedent or termination right, as the case may be, be and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the other 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 30 days from date of delivery of such noticenotice if such matter has not been cured by such date. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Company shall have the right, but not the obligation, to postpone the Meeting shall be adjourned or postponed until the expiry of such period. No notification provided to the Parent or the Acquiror under this Section 9.4 or Section 8.12 shall affect or be deemed to modify any representation or warranty of the Company set forth herein or the conditions to the obligations of Parent and the Acquiror to consummate the Transactions or the remedies available to the parties hereunder.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them 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 Arrangement Agreement and the Effective Date, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto 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 or on at the Effective Date;; or (b) result in the failure to comply with or satisfy any (i) covenant in all material respects, or agreement (ii) condition to be complied with or satisfied by such party hereto either Party hereunder prior to the Effective Date; or (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 hereof, as the case . No Party may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions contained in sections 5.01, 5.02 set forth herein or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; providedtherefrom under Section 8.02(1)(b) or Section 8.02(1)(c) and no payments are payable as a result of such election pursuant to Section 7.04 unless, however, that (i) promptly and in any event prior to the Effective Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto that has delivered such notice no Party may not terminate this Arrangement Agreement until the earlier of (i) the Completion Deadline Outside Date, and (ii) the expiration of a period of 15 date that is 30 days from date of delivery following receipt of such notice. If notice by the Party to whom the notice was delivered, if such notice matter has not been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of cured by such perioddate.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them 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 Arrangement Agreement and the Effective DateTime, of any event or state of facts facts, which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto any 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 or on at the Effective Date;; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto any Party hereunder prior to the Effective Date; or (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 hereof, as the case . No Party may be. Subject as herein provided, a party hereto may (a) elect not to complete the Arrangement or the other transactions contemplated hereby by virtue of pursuant to the conditions contained in sections 5.01, 5.02 set forth herein or 5.03 hereof not being satisfied or waived or (b) to exercise any termination right arising therefrom; providedtherefrom under Section 8.2(1)(b) or Section 8.2(1)(c) and no payments are payable as a result of such election pursuant to Section 7.3 or 7.4 unless, however, that (i) promptly and in any event prior to the Effective Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto that has delivered such notice no Party may not terminate this Arrangement Agreement until the earlier of (i) the Completion Deadline Outside Date, and (ii) the expiration of a period of 15 date that is 30 days from date of delivery following receipt of such notice. If notice by the Party to whom the notice was delivered, if such notice matter has not been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of cured by such perioddate.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them other of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or on and the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties Party hereto contained in sections 5.01Section 5.1, 5.02 or 5.03 hereof5.2 and 5.3, as the case may be. Subject as herein provided, a party hereto Party may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent contained in sections 5.01Sections 5.1, 5.02 5.2 and 5.3 in favour of such Party, or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective Date, the party hereto intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering 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, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto that has delivered Party delivering such notice may not terminate this Agreement until the earlier of the Completion Deadline Outside Date and the expiration of a period of 15 days ten Business Days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis ValGold Meeting, the Glamis Meeting such meeting shall be adjourned or postponed until the expiry of such period. If such notice has been delivered prior to the making of the application for the Final Order, such application shall be postponed until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result of such matter.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them 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 Date, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time (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 (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto any Party hereunder prior to the Effective Date; or (cTime. Purchaser may not exercise their rights to terminate this Agreement pursuant to Section 11.2(a)(iii)(B) result in and JDS Silver may not exercise its right to terminate this Agreement pursuant to Section 11.2(a)(iv)(B) unless 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 hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions contained in sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto that has delivered such notice no Party may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 fifteen (15) business days from date of delivery of such notice, and 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 Glamis Meetingapplication for the Final Order, the Glamis Meeting such application and such filing shall be adjourned or postponed 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 the cured breach.

Notice and Cure Provisions. Each party hereto shall of Acquireco and the Corporation will give prompt notice to the others of them other of the occurrence, or failure to occur, at any time from the date hereof until the Effective DateTime, of any event or state of facts which it is aware, which occurrence or failure would, or would be likely to or couldto: (a) cause any of the its representations or warranties of such party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date;; or (b) result in the its failure to comply with or satisfy in any covenant material respect any covenant, condition or agreement to be complied with or satisfied by such party hereto hereunder prior to the Effective Date; or (c) result in . Neither Acquireco nor the Corporation may elect not to complete the Arrangement by reason of failure to satisfy any of the conditions precedent in favour for the benefit of the other parties hereto such party contained in sections 5.01(1), 5.02 0, 0, 0, 0 or 5.03 hereof0, or exercise any termination right in section 0 and 0 arising therefrom unless, prior to the Closing Date Acquireco has or the Corporation has, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions contained in sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the all such breaches of covenants or untruthfulness or inaccuracy of representations and warranties warranties, covenants or other matters that agreements which Acquireco is, or the party hereto delivering such notice is Corporation is, as the case may be, asserting as the basis for the non-fulfilment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, and a party hereto is provided that Acquireco is, or the Corporation is, as the case may be, proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the other 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 30 days from date of delivery of such notice. If such notice has been delivered and three Business Days prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such periodOutside Date.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them other of the occurrence, or failure to occur, at any time from the date hereof until the earlier of the termination of this Agreement and the Effective Date, Time of any event or state of facts which occurrence or failure would, or would reasonably be likely to or couldexpected to: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date;material respect; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Date; or (cTime, in each case to the extent that the conditions in Section 6.2(a) result and Section 6.2(b), in the failure to satisfy any case of the conditions precedent PODA’s representations, warranties and covenants, and Section 6.3(a) and 6.3(b) in favour of the other parties hereto contained in sections 5.01, 5.02 or 5.03 hereof, as the case may be. Subject as herein providedof Xxxxxx’s representations, a party hereto may (a) elect warranties and covenants, would not to complete the transactions contemplated hereby by virtue be capable of the conditions contained in sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) exercise at any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to time from the date hereof until the Effective Date, . Gamora may not exercise its rights to terminate this Agreement pursuant to Section 8.2(1)(d) and PODA may not exercise its right to terminate this Agreement pursuant to Section 8.2(1)(c) unless the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition or for the applicable termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto that has delivered such notice no Party may not terminate this Agreement pursuant to such termination right until the earlier of (i) the Completion Deadline Outside Date and (ii) the expiration of a period of 15 days date that is 10 Business Days from date of delivery of such notice, and 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 Glamis application for the Final Order or the PODA Meeting, the Glamis Meeting such application and/or meeting shall be adjourned or postponed postponed, if and to the extent necessary, until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt written notice to the others of them other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective DateClosing, of any event or state of facts which occurrence or failure would, or would reasonably be likely to or couldto: (a) cause any of the representations or warranties of such party hereto any other Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective DateClosing, as applicable; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto any other Party prior to the Effective DateClosing; or (c) result in the failure to satisfy any of the conditions precedent in its favour of the other parties hereto contained in sections 5.01subsections 6.1, 5.02 6.2 or 5.03 hereof6.3, as the case may be. Subject as herein provided, a party hereto Party may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent in its favour contained in sections 5.01subsections 6.1, 5.02 6.2 or 5.03 hereof not being satisfied 6.3, as applicable, or waived or (b) exercise any termination right arising therefrom; therefrom provided, however, that that: (iA) promptly and in any event prior to the Effective Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Parties specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition precedent or termination right, as the case may be, ; and (iiB) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to capable of being cured, the party hereto that has delivered such notice other Parties may not terminate this Agreement until the earlier of the Completion Deadline Closing Date and the expiration of a period of 15 days from date of delivery of such notice. If such notice has been All notices will be delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such periodin accordance with subsection 16.8.

Notice and Cure Provisions. Each party hereto Party shall give prompt notice to the others of them other of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any material covenant or agreement to be complied with or satisfied by such party hereto Party prior to the Effective Date; or (cb) result in the failure to satisfy any of the conditions precedent in favour of the other parties hereto Party contained in sections 5.015.1, 5.02 5.2, or 5.03 5.3 hereof, as the case may be. Subject as herein provided, a party hereto Party may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions for its benefit contained in sections 5.015.1, 5.02 5.2, or 5.03 5.3 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Parties specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto 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 ten (10) days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Corporation Meeting, the Glamis Corporation Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall give prompt notice to If either the others of them of Company, on the occurrenceone hand, or failure to occurthe Purchaser or the Parent, on the other hand, determines at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) 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 Date; or (c) result Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in the failure to satisfy any of the conditions precedent in favour of this Agreement, such Party will so notify the other parties hereto contained Party forthwith upon making such determination in sections 5.01order that the other Party will have the right and opportunity to take such steps, 5.02 or 5.03 hereofat its own expense, as may be necessary for the case 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, on the one hand, nor the Purchaser or the Parent, on the other hand, may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent contained in sections 5.01, 5.02 Article 10 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; providedtherefrom unless forthwith, however, that (i) promptly and in any event prior to the Effective DateTime, the party hereto Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto delivering Party 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, and (ii) if . If any such notice is deliveredgiven, and a party hereto provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto that has delivered Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Completion Deadline Outside Date and the expiration of a period of 15 days Business Days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them other of the occurrence, or failure to occur, at any time from the date hereof until the Effective Closing Date, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or on and the Effective Closing Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Closing Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties Party hereto contained in sections 5.01Sections 5.1, 5.02 5.2 or 5.03 hereof, 5.3 as the case may be. Subject as herein provided, a party hereto Party may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent contained in sections 5.01Sections 5.1, 5.02 5.2 or 5.03 hereof not being satisfied 5.3 in favour of such Party, or waived or (b) exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective Closing Date, the party hereto intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering 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, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto that has delivered Party delivering such notice may not terminate this Agreement until the earlier of the Completion Deadline Outside Date and the expiration of a period of 15 days ten (10) Business Days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. ‌ Each party hereto Party shall give prompt notice to the others of them Other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto that Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party any that Party hereto prior to the Effective Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties hereto Party contained in sections 5.016.1, 5.02 6.2 or 5.03 6.3 hereof, as the case may be. Subject as herein provided, a party Party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions provisions contained in sections 5.016.1, 5.02 6.2 or 5.03 6.3 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Datefiling of the Articles of Arrangement, the party Party hereto intending to rely thereon has delivered a written notice to the other parties Other Party hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that which the party Party hereto delivering such notice is asserting as the basis for the exercise non-fulfillment of the applicable condition or termination right, as the case may be, and (ii) if any such notice is delivered, and a party Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party Party hereto that 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 days five Business Days from date of delivery of such notice. If such , except that in no event shall any cure notice has been delivered prior to the date of the Glamis Meetingextend beyond December 23, the Glamis Meeting shall be adjourned or postponed until the expiry of such period2016.

Notice and Cure Provisions. Each party hereto shall Party will give prompt written notice to the others of them other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective DateClosing, of any event or state of facts which occurrence or failure would, or would reasonably be likely to or couldto: (a) cause any of the representations or warranties of such party hereto any other Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective DateClosing, as applicable; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto any other Party prior to the Effective DateClosing; or (c) result in the failure to satisfy any of the conditions precedent in its favour of the other parties hereto contained in sections 5.01Sections 6.1, 5.02 6.2 or 5.03 hereof6.3, as the case may be. Subject as herein provided, a party hereto Party may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent in its favour contained in sections 5.01Sections 6.1, 5.02 6.2 and 6.3, as applicable, or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; therefrom provided, however, that that: (iA) promptly and in any event prior to the Effective Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition precedent or termination right, as the case may be, and (iiB) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to capable of being cured, the party hereto that has delivered such notice other Party may not terminate this Agreement until the earlier of the Completion Deadline March 31, 2009 and the expiration of a period of 15 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting Seller shall be adjourned or postponed have the right, but not the obligation, to postpone such meeting until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them 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 Date, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Date; or (cTime. SciVac may not exercise its rights to terminate this Agreement pursuant to Section 9.2(c)(iii) result in and Xxxxx may not exercise its right to terminate this Agreement pursuant to Section 9.2(d)(iii) unless 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 hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions contained in sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise of non- fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto that has delivered such notice no Party may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 days 10 Business Days from date of delivery of such notice, and 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 Glamis application for the Final Order or the Xxxxx Meeting, the Glamis Meeting such application and/or such filing shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall give prompt notice as promptly as reasonably practical to the others of them other party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure wouldfailure, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) 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 Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties party hereto contained in sections 5.01Sections 10, 5.02 11 or 5.03 12 hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions Arrangement and the other Transactions contemplated hereby by virtue of pursuant to the conditions contained in sections 5.01Sections 10, 5.02 11 and 12 hereof or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) as promptly as reasonably practical and in any event prior to the Effective Date, the party hereto intending to rely thereon has delivered a written notice to the other parties party hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that which the party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto that 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 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto either Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date;; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto either Party hereunder prior to the Effective Date; or (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 hereof, as the case . No Party may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent contained in sections 5.01Sections 6.1, 5.02 6.2 and 6.3 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly unless forthwith and in any event prior to the Effective Datefiling of the Final Order for acceptance by the Director, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition precedent or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto that has delivered such notice other Party may not terminate this Agreement until the earlier later of the Completion Deadline September 30, 1998 and the expiration of a period of 15 30 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Avenor Meeting and the Bowater Meeting, the Glamis Meeting such meetings shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the others of them of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) 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 Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties party hereto contained in sections 5.01, 5.02 or 5.03 hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions for its benefit contained in sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, 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 10 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Corporation Meeting, the Glamis Corporation Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the others of them other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) 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 Date; or (c) result in the failure to satisfy any of the conditions precedent in favour favor of the other parties hereto contained in sections 5.015.1, 5.02 5.2 or 5.03 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions contained in sections 5.015.1, 5.02 5.2 or 5.03 5.3 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Closing Date, the party hereto intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that which the party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto that 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 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto Party shall give prompt notice to the others of them other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Filing Date, of any event or state of facts which occurrence or failure would, would be likely to to, or couldcould reasonably be expected to: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Filing Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party prior to the Effective Filing Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties hereto Party contained in sections 5.01Section 5.1, 5.02 Section 5.2 or 5.03 Section 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may Party may: (a) elect not to complete the transactions contemplated hereby Transaction by virtue of the conditions contained in sections 5.01Section 5.1, 5.02 Section 5.2 or 5.03 Section 5.3 hereof not being satisfied or waived waived; or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Datefiling of the Articles of Merger with the BVI Registrar, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to of being cured, the party hereto 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 ten days from following the date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the others of them of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) 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 Date; or (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 hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions contained in sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, 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 21 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Gold Eagle Meeting, the Glamis Gold Eagle Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would reasonably be likely to or couldto: (a) cause any of the representations or of warranties of such party hereto either Party contained herein to be untrue or inaccurate in any respect on the date hereof or on at the Effective Date; (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto 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 of the other parties hereto contained in sections 5.01Sections 6.1, 5.02 6.2 or 5.03 hereof6.3, as the case may be. Subject Except as herein provided, a party hereto Party may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions contained in sections 5.01Sections 6.1, 5.02 6.2 and 6.3 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly promptly, and in any event prior to the Effective DateTime, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfillment of the applicable condition precedent or termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto that has delivered such notice other Party may not terminate this Agreement (except pursuant to Section 9.2(b)(ii)) until the earlier of the Completion Deadline and the expiration of a period of 15 10 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them 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 Arrangement Agreement and the Effective Date, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto 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 or on at the Effective Date;; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto either Party hereunder prior to the Effective Date; or (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 hereof, as the case . No Party may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions contained in sections 5.01, 5.02 set forth herein or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; providedtherefrom under Section 8.2(1)(b) or Section 8.2(1)(c) and no payments are payable as a result of such election pursuant to Section 7.4 unless, however, that (i) promptly and in any event prior to the Effective Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto that has delivered such notice no Party may not terminate this Arrangement Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 days five Business Days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them other of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or on and the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties Party hereto contained in sections 5.01Section 5.1, 5.02 or 5.03 hereof5.2 and 5.3, as the case may be. Subject as herein provided, a party hereto Party may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent contained in sections 5.01Sections 5.1, 5.02 5.2 and 5.3 in favour of such Party, or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective Date, the party hereto intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering 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, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto that has delivered Party delivering such notice may not terminate this Agreement until the earlier of the Completion Deadline Outside Date and the expiration of a period of 15 days ten Business Days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis UMG Meeting, the Glamis Meeting such meeting shall be adjourned or postponed until the expiry of such period. If such notice has been delivered prior to the making of the application for the Final Order, such application shall be postponed until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result of such matter.

Notice and Cure Provisions. Each party hereto shall will give prompt notice to the others of them other of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such any party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such any party hereto hereunder prior to the Effective Date; or (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 hereof, as the case . No party may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent contained in sections 5.01, 5.02 Sections 8.1 and 8.2 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; providedtherefrom and no fees are payable under Section 11, however, that (i) promptly unless forthwith and in any event prior to the Effective Datefiling of the Final Order for acceptance by the Director, the party hereto intending to rely thereon has delivered a written notice to the other parties hereto party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition precedent or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the no party hereto that has delivered such notice may not terminate this Agreement until the earlier later of the Completion Deadline August 31, 1998 and the expiration of a period of 15 10 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them other of the occurrence, or failure to occur, at any time from the date hereof until the Effective DateTime, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any respect on between the date hereof or on and the Effective Date;Time such that the condition set forth in Section 8.2(b) or Section 8.3(b) would fail to be satisfied; or (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Date; or (cTime such that the condition set forth in Section 8.2(a) result in the failure or Section 8.3(a) would fail to satisfy any of the conditions precedent in favour of the other parties hereto contained in sections 5.01, 5.02 or 5.03 hereof, as the case may bebe satisfied. Subject as herein provided, a party hereto Party may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent contained in sections 5.01Sections 8.1, 5.02 8.2 and 8.3 in favor of such Party, or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective DateTime, the party hereto intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering 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, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, matter (if such matter is susceptible to being cured), the party hereto that has delivered Party delivering such notice may not terminate this Agreement until the earlier of the Completion Deadline Outside Date and the expiration of a period of 15 thirty (30) days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis QLT Meeting or Aegerion Meeting, the Glamis Meeting such meeting or meetings shall be adjourned or postponed until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result of such matter.

Notice and Cure Provisions. Each party hereto shall of United and Nu-Gro will give prompt notice to the others of them other of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto either Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto either Party hereunder prior to the Effective Date; or (c) result in the failure to satisfy any of the conditions precedent in its favour of the other parties hereto contained in sections 5.01Sections 6.1, 5.02 6.2 or 5.03 hereof6.3, as the case may be. Subject as herein provided, a party hereto Neither United nor Nu-Gro may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent contained in sections 5.01Sections 6.1, 5.02 6.2 and 6.3 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly unless forthwith and in any event prior to the Effective Datefiling of the Final Order for acceptance by the Director, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition precedent or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto that has delivered such notice other Party may not terminate this Agreement until the earlier later of the Completion Deadline June 29, 2004 and the expiration of a period of 15 days ten (10) Business Days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry expiration of such period.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the others of them of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date; (b) result in the failure to comply in any material respect with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties hereto contained in sections 5.01Section 5.1, 5.02 5.2 , 5.3, 5.4, 5.5 or 5.03 hereof5.6, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of any of the conditions for its benefit contained in sections 5.01Section 5.1, 5.02 5.2, 5.3, 5.4, 5.5 or 5.03 hereof 5.6 not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto intending to rely thereon has delivered a written notice to the other parties party hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding proceeds diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, 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 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall give prompt notice to If either the others of them of Company, on the occurrenceone hand, or failure to occurthe Purchaser, on the other hand, determines at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) 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 Date; or (c) result Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in the failure to satisfy this Agreement or any of the conditions precedent untrue representation and warranty contained in favour of this Agreement, such Party will so notify the other parties hereto contained Parties forthwith upon making such determination in sections 5.01order that the other Parties will have the right and opportunity to take such steps, 5.02 or 5.03 hereofat its own expense, as may be necessary for the case purpose of fulfilling or performing such condition or curing such untrue representation and warranty within a reasonable period of time, but in no event later than the Outside Date. Neither the Company, on the one hand, nor the Purchaser, on the other hand, may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent contained in sections 5.01, 5.02 Article 9 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; providedtherefrom unless forthwith, however, that (i) promptly and in any event prior to the Effective DateTime, the party hereto Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto delivering Party 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, and (ii) if . If any such notice is deliveredgiven, and a party hereto provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto that has delivered Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Completion Deadline Outside Date and the expiration of a period of 15 days Business Days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Transaction Confirmation Date, of any event or state of facts which occurrence or failure would, or would reasonably be likely to or couldto: (a) cause any of the representations or warranties of such party hereto the other Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Transaction Confirmation Date, as applicable; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto the other Party prior to the Effective Transaction Confirmation Date; or (c) result in the failure to satisfy any of the conditions precedent in its favour of the other parties hereto contained in sections 5.01Sections 6.1, 5.02 6.2 or 5.03 hereof6.3, as the case may be. Subject as herein provided, a party hereto A Party may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions contained in sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) and exercise any termination right arising therefrom; in its favour set forth in Section 6.1, 6.2 or 6.3 as applicable provided, however, that that: (i) promptly forthwith and in any event prior to the Effective Transaction Confirmation Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition precedent or termination right, as the case may be, and ; and (ii) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to capable of being cured, the party hereto that has delivered such notice other Party may not terminate this Agreement until the earlier of the Completion Deadline November 20, 2008, and the expiration of a period of 15 45 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Fording Meeting, Fording shall have the Glamis Meeting shall be adjourned or postponed right, but not the obligation, to postpone such meeting until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them 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 Date, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to hereinto be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time; or (b) result in the failure to comply with or satisfy any covenant or agreement covenant, condition oragreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Date; or (cTime. Acquiror may not exercise its rights to terminate this Agreement pursuant to Section 9.2(c)(iii) result in and Target may not exercise its right to terminate this Agreement pursuant to Section 9.2(d)(iii) unless 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 hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions contained in sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto that has delivered such notice no Party may not terminate this Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 days 10 Business Days from date of delivery of such notice, and 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 Glamis application for the Final Order or the Target Meeting, the Glamis Meeting such application and/or such filing shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them Other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto the Other Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date, as applicable; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto the Other Party prior to the Effective Date; or (c) result in the failure to satisfy any of the conditions precedent in its favour of the other parties hereto contained in sections 5.01Sections 5.1, 5.02 5.2 or 5.03 hereof5.3, as the case may be. Subject as herein provided, a party hereto A Party may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent contained in sections 5.01Sections 5.1, 5.02 5.2 and 5.3 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that that: (i) promptly forthwith and in any event prior to the Effective Datefiling of the Final Order and Articles of Arrangement for acceptance by the Registrar, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Other Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition precedent or termination right, as the case may be, and ; and (ii) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto that has delivered such notice Other Party may not terminate this Agreement until the earlier of the Completion Deadline Outside Date and the expiration of a period of 15 days five Business Days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Special Meeting, Harvest shall have the Glamis right, but not the obligation, to postpone such Special Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them other of the occurrence, or failure to occur, at any time from the date hereof until the Effective Closing Date, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or on and the Effective Closing Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Closing Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties Party hereto contained in sections 5.01Section 5.1, 5.02 or 5.03 hereof5.2 and 5.3, as the case may be. Subject as herein provided, a party hereto Party may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent contained in sections 5.01Sections 5.1, 5.02 5.2 and 5.3 in favour of such Party, or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective Closing Date, the party hereto intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering 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, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto that has delivered Party delivering such notice may not terminate this Agreement until the earlier of the Completion Deadline Outside Date and the expiration of a period of 15 days ten Business Days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them 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 pursuant to its terms and the Effective Date, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time (provided that this paragraph (a) shall not apply in the case of any event or state of facts resulting from actions or omissions of Lxxxxx which are permitted or required by this Agreement); or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto any Party hereunder prior to the Effective Date; or (cTime. HudBay may not exercise its right to terminate this Agreement pursuant to Sections 8.2.1(c)(ii) result in and 8.2.1(c)(iii) and Lxxxxx may not exercise its right to terminate this Agreement pursuant to Sections 8.2.1(d)(ii) and 8.2.1(d)(iii), unless 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 hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions contained in sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition or termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, 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 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto to this Agreement shall give prompt notice to the others of them of the occurrence, or failure to occur, at any time from the date hereof of this Agreement until the Effective Date, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto to this Agreement contained herein to be untrue or inaccurate in any respect on the date hereof of this Agreement or on the Effective Date; (b) 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 Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties hereto contained in sections Sections 5.01, 5.02 or 5.03 hereof5.03, as the case may be. Subject as herein providedprovided in this Agreement, a party hereto may (a) elect not to complete the transactions contemplated hereby by virtue of the conditions for its benefit contained in sections Sections 5.01, 5.02 or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Date, the party hereto intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, 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 21 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Silver Quest Meeting, the Glamis Silver Quest Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them other of the occurrence, or failure to occur, at any time from the date hereof until the Effective DateTime, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any respect on between the date hereof or on and the Effective Date;Time such that the condition set forth in Section 8.2(b) or Section 8.3(b) would fail to be satisfied; or (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Date; or (cTime such that the condition set forth in Section 8.2(a) result in the failure or Section 8.3(a) would fail to satisfy any of the conditions precedent in favour of the other parties hereto contained in sections 5.01, 5.02 or 5.03 hereof, as the case may bebe satisfied. Subject as herein provided, a party hereto Party may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent contained in sections 5.01Sections 8.1, 5.02 8.2 and 8.3 in favor of such Party, or 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective DateTime, the party hereto intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering 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, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, matter (if such matter is susceptible to being cured), the party hereto that has delivered Party delivering such notice may not terminate this Agreement until the earlier of the Completion Deadline Outside Date and the expiration of a period of 15 thirty (30) days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Acasti Meeting, the Glamis Meeting such meeting shall be adjourned or postponed until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result of such matter.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the others of them other of the occurrence, or failure to occur, at any time from the date hereof until the Effective Closing Date, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on during the date hereof or on the Effective DateInterim Period; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Closing Date; or (c) result in the failure to satisfy any of the conditions precedent in favour of the other parties Party hereto contained in sections 5.01Sections 7.1, 5.02 7.2 or 5.03 hereof, 7.3 as the case may be. Subject as herein provided, a party hereto Party may (a) elect not to complete the transactions contemplated hereby by virtue of pursuant to the conditions precedent contained in sections 5.01Sections 7.1, 5.02 7.2 or 5.03 hereof not being satisfied 7.3 in favour of such Party, or waived or (b) exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective Closing Date, the party hereto intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters that which the party hereto Party delivering 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, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto that has delivered Party delivering such notice may not terminate this Agreement until the earlier of the Completion Deadline Outside Date and the expiration of a period of 15 days ten Business Days from date of delivery of such notice. If such notice has been delivered prior to the date of the Glamis Meeting, the Glamis Meeting shall be adjourned or postponed until the expiry of such period.