Common use of Notice and Cure Provisions Clause in Contracts

Notice and Cure Provisions. If either Continental, on the one hand, or the Jinchuan Parties, on the other hand, determines at any time prior to the Effective Time that it or they intend to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such party or parties will so notify the other party or parties forthwith upon making such determination in order that the other party or parties will have the right and opportunity to take such steps, at its or their own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Date. Neither Continental nor the Jinchuan Parties may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 6 or exercise any termination right arising therefrom unless forthwith and, in any event, prior to the Effective Time the party or parties intending to rely thereon has given a written notice to the other party or parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the party or parties giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is given, provided that the other party or parties is or are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the party or parties giving such notice may not terminate this Agreement as a result thereof until the earlier of the Termination Date and the expiration of a period of ten Business Days from such notice. If such notice has been given prior to the date of the Continental Meeting, the Continental Meeting, unless the parties otherwise agree, will be postponed or adjourned until the expiry of such period (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. If either Continental, on the one hand, or the Jinchuan Parties, on the other hand, any Party determines at any time prior to the Effective Time that it or they intend intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such party or parties Party will so notify (a “Termination Notice”) the other party or parties Party (the “Breaching Party”) forthwith upon making such determination in order that the other party or parties Party will have the right and opportunity to take such steps, at its or their own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Outside Date. Neither Continental the Company nor the Jinchuan Parties Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 6 7 or exercise any termination right arising therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and, and in any event, event prior to the Effective Time the party or parties Party intending to rely thereon has given a written notice to the other party or parties Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the party or parties 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. If any such notice is given, provided that the other party or parties Party is or are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the party or parties Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Termination Outside Date and the expiration of a period of ten 15 Business Days from such notice, and then only if such matter has not been cured by such date. If such notice has been given prior to the making of the application for the Final Order or the date of the Continental Nomad Meeting or the Purchaser Meeting, the Continental Meetingsuch application and/or such meetings, unless the parties Parties otherwise agree, will be postponed or adjourned until the expiry of such period (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. If either Continental, on the one hand, or the Jinchuan Parties, on the other hand, any Party determines at any time prior to the Effective Time that it or they intend intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such party or parties Party will so notify the other party or parties Party forthwith upon making such determination in order that the other party or parties Party will have the right and opportunity to take such steps, at its or their own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Outside Date. Neither Continental Rio Alto nor the Jinchuan Parties Tahoe may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 6 7 hereof or exercise any termination right arising therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and, and in any event, event prior to the Effective Time the party or parties Party intending to rely thereon has given a written notice to the other party or parties Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the party or parties 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. If any such notice is given, provided that the other party or parties Party is or are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the party or parties Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Termination Outside Date and the expiration of a period of ten 10 Business Days from such notice. If such notice has been given prior to the date of the Continental Rio Alto Meeting and the Tahoe Meeting, the Continental Meetingsuch meeting, unless the parties Parties otherwise agree, will be postponed or adjourned until the expiry of such period (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. If either Continental, on Each Party will give prompt notice to the one handother of the occurrence, or the Jinchuan Partiesfailure to occur, 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, or would reasonably be likely to: cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect between the date hereof and the Effective Date; result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such Party hereto prior to the Effective Time that it Date; or they intend result in the failure to refuse to complete satisfy any of the transactions contemplated hereby because conditions precedent in favour of any unfilled or unperformed condition the other Party hereto contained in this AgreementSections 6.1, such party 6.2 or parties will so notify the other party or parties forthwith upon making such determination in order that the other party or parties will have the right and opportunity to take such steps, at its or their own expense6.3, as the case may be necessary for the purpose of fulfilling or performing such condition within be. Subject as herein provided, a reasonable period of time, but in no event later than the Termination Date. Neither Continental nor the Jinchuan Parties Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 6 Sections 6.1, 6.2 or 6.3 in favour of such Party, or exercise any termination right arising therefrom unless forthwith andtherefrom, if forthwith, and in any event, event prior to the Effective Time the party or parties intending to rely thereon Date, such Party has given delivered a written notice to the other party or parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the party or parties giving 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. If any such notice is given, provided that delivered and the other party or parties Party receiving such notice is or are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the party or parties giving Party delivering such notice may not terminate this Agreement as a result thereof until the earlier of the Termination Outside Date and the expiration of a period of ten Business Days from such notice. If such notice has been given delivered prior to the date of the Continental RDK Meeting, the Continental Meeting, unless the parties otherwise agree, will such meeting shall be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the making of the application for the Final Order, 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 (without causing any breach referred to herein, this Agreement may not be terminated as a result of any other provision contained herein)such matter.

Notice and Cure Provisions. If either Continental, on the one hand, or the Jinchuan Parties, on the other hand, any Party determines at any time prior to the Effective Time that it or they intend intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such party or parties Party will so notify the other party or parties Party forthwith upon making such determination in order that the other party or parties Party will have the right and opportunity to take such steps, at its or their own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Outside Date. Neither Continental nor the Jinchuan Parties No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 6 7 hereof or exercise any termination right arising therefrom therefrom, and no payments will be payable as a result of such election pursuant to Article 7, unless forthwith and, and in any event, event prior to the Effective Time Outside Date the party or parties Party intending to rely thereon has given a written notice to the other party or parties Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the party or parties 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. If any such notice is given, provided that the other party or parties Party is or are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the party or parties Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Termination Outside Date and the expiration of a period of ten fifteen (15) Business Days from such notice. If such notice has been given prior to the date of the Continental Meeting, the Continental Meetingsuch meeting, unless the parties Parties otherwise agree, will be postponed or adjourned until the expiry of such period (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. If either Continental, on the one hand, or the Jinchuan Parties, on the other hand, any Party determines at any time prior to the Effective Time that it or they intend intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such party or parties Party will so notify the other party or parties Party forthwith upon making such determination in order that the other party or parties Party will have the right and opportunity to take such steps, at its or their own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Outside Date. Neither Continental Zazu nor the Jinchuan Parties Solitario may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 6 7 hereof or exercise any termination right arising therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and, and in any event, event prior to the Effective Time the party or parties Party intending to rely thereon has given a written notice to the other party or parties Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the party or parties 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. If any such notice is given, provided that the other party or parties Party is or are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the party or parties Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Termination Outside Date and the expiration of a period of ten 10 Business Days from such notice. If such notice has been given prior to the date of the Continental Zazu Meeting and the Solitario Meeting, the Continental Meetingsuch meeting, unless the parties Parties otherwise agree, will be postponed or adjourned until the expiry of such period (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. If either Continental, on the one hand, or the Jinchuan Parties, on the other hand, determines at any time prior to the Effective Time that it or they intend to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such party or parties (a) Each Party will so notify the other party or parties forthwith upon making such determination in order that the other party or parties will have the right and opportunity to take such steps, at its or their own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Date. Neither Continental nor the Jinchuan Parties may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 6 or exercise any termination right arising therefrom unless forthwith and, in any event, prior to the Effective Time the party or parties intending to rely thereon has given a written give prompt notice to the other party Party of the occurrence or parties failure to occur (in either case, actual, anticipated, contemplated or, to the knowledge of such Party, threatened), 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: (i) cause any of the representations or warranties of either Party contained herein to be untrue, misleading or inaccurate in any material respect on the date hereof or at the Effective Date; or (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either Party prior to or at the Effective Date. (b) Notification provided under this Section 6.5 will not affect the representations, warranties, covenants, conditions, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (c) Gold Fields may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iii)(D) [Breach of Representations, Warranties or Covenants by Xxxxxx] and Yamana may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(a)(iv)(D) [Breach of Representations, Warranties or Covenants by Gold Fields], unless the Party seeking to terminate 65 this Agreement (the “Terminating Party”) has delivered a written Notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the party or parties giving such notice is asserting Terminating Party asserts as the basis for termination. After delivering a Termination Notice, if the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice Breaching Party is given, provided that the other party or parties is or are proceeding diligently to cure such mattermatter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earlier of: (i) the Outside Date; and (ii) the date that is ten Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date; provided that if any matter is susceptible to not capable of being curedcured by the Outside Date, the party Terminating Party may immediately exercise the applicable termination right. 6.6 Frustration of Conditions Neither Gold Fields nor Yamana may rely on the failure of any condition set forth in Section 6.1, Section 6.2 or parties giving Section 6.3, as applicable, to be satisfied if such notice may not terminate failure was caused by such Party’s breach in any material respect of any provision of this Agreement as a result thereof until or failure in any material respect to use the earlier standard of the Termination Date and the expiration of a period of ten Business Days efforts required from such noticeParty to consummate the transactions contemplated hereby. If such notice has been given prior to the date of the Continental Meeting, the Continental Meeting, unless the parties otherwise agree, will be postponed or adjourned until the expiry of such period (without causing any breach of any other provision contained herein).ARTICLE 7

Notice and Cure Provisions. If either Continental, on the one hand, or the Jinchuan Parties, on the other hand, any Party determines at any time prior to the Effective Time that it or they intend intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such party or parties Party will so notify the other party or parties Party forthwith upon making such determination in order that the other party or parties Party will have the right and opportunity to take such steps, at its or their own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Outside Date. Neither Continental the Company nor the Jinchuan Parties Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 6 8 hereof or exercise any termination right arising therefrom and no payments will be payable as a result of such election pursuant to Article 8 unless forthwith and, and in any event, event prior to the Effective Time the party or parties Party intending to rely thereon has given a written notice to the other party or parties Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the party or parties 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. If any such notice is given, provided that the other party or parties Party is or are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the party or parties Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Termination Outside Date and the expiration of a period of ten 10 Business Days from such notice. If such notice has been given prior to the date of the Continental Company Meeting, the Continental Meetingsuch meeting, unless the parties Parties otherwise agree, will be postponed or adjourned until the expiry of such period (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. If either Continentalthe Company, on the one hand, or the Jinchuan PartiesPurchaser or the Parent, on the other hand, determines at any time prior to the Effective Time that it or they intend intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement or any untrue representation and warranty contained in this Agreement, such party or parties Party will so notify the other party or parties Parties forthwith upon making such determination in order that the other party or parties Parties will have the right and opportunity to take such steps, at its or their own expense, as may be necessary for the purpose of fulfilling or performing such condition or curing such untrue representation and warranty within a reasonable period of time, but in no event later than the Termination Outside Date. Neither Continental the Company, on the one hand, nor the Jinchuan Parties Purchaser or the Parent, on the other hand, may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 6 8 or exercise any termination right arising therefrom and no payments will be payable as a result of such election pursuant to Section 7.2 unless forthwith andforthwith, and in any event, event prior to the Effective Time Time, the party or parties Party intending to rely thereon has given a written notice to the other party or parties Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the party or parties 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. If any such notice is given, provided that the other party or parties Party is or are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the party or parties Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Termination Outside Date and the expiration of a period of ten 15 Business Days from such notice. If such notice has been given prior to the date of the Continental Company Meeting, the Continental Meetingsuch meeting, unless the parties Parties otherwise agree, will be postponed or adjourned until the expiry of such period (without such postponement or adjournment causing any breach of any other provision contained herein). Notwithstanding the foregoing, the update by a Party to the items in the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, shall not cure any breach of a representation or warranty occurring as of the execution date of this Agreement.

Notice and Cure Provisions. If either Continental, on the one hand, or the Jinchuan Parties, on the other hand, any Party determines at any time prior to the Effective Time that it or they intend intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such party or parties Party will so notify the other party or parties Party forthwith upon making such determination in order that the other party or parties Party will have the right and opportunity to take such steps, at its or their own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Outside Date. Neither Continental the Company nor the Jinchuan Parties Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 6 7 hereof or exercise any termination right arising therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and, and in any event, event prior to the Effective Time the party or parties Party intending to rely thereon has given a written notice to the other party or parties Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the party or parties 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. If any such notice is given, provided that the other party or parties Party is or are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the party or parties Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Termination Outside Date and the expiration of a period of ten 10 Business Days from such notice. If such notice has been given prior to the date of the Continental Exeter Meeting, the Continental Meetingsuch meeting, unless the parties Parties otherwise agree, will be postponed or adjourned until the expiry of such period (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. If either Continental, on the one hand, or the Jinchuan Parties, on the other hand, any Party determines at any time prior to the Effective Time that it or they intend intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such party or parties Party will so notify the other party or parties Party forthwith upon making such determination in order that the other party or parties Party will have the right and opportunity to take such steps, at its or their own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Outside Date. Neither Continental the Company nor the Jinchuan Parties Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 6 7 or exercise any termination right arising therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and, and in any event, event prior to the Effective Time the party or parties Party intending to rely thereon has given a written notice to the other party or parties Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the party or parties 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. If any such notice is given, provided that the other party or parties Party is or are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the party or parties Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Termination Outside Date and the expiration of a period of ten 15 Business Days from such notice, and then only if such matter has not been cured by such date. If such notice has been given prior to the making of the application for the Final Order or the date of the Continental Detour Meeting or the Purchaser Meeting, the Continental Meetingsuch application and/or such meetings, unless the parties Parties otherwise agree, will be postponed or adjourned until the expiry of such period (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. If either Continental, on UPM and Repap will give prompt notice to the one handother of the occurrence, or the Jinchuan Partiesfailure to occur, 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, or would be likely to: cause any of its representations or warranties contained herein to be untrue or inaccurate on the date hereof or on the Effective Date; or result in the failure in any material respect to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder prior to the Effective Time that it or they intend to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such party or parties will so notify the other party or parties forthwith upon making such determination in order that the other party or parties will have the right and opportunity to take such steps, at its or their own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Date. Neither Continental UPM nor the Jinchuan Parties Repap may elect not seek to complete the transactions contemplated hereby pursuant to the rely upon any conditions precedent contained in Article 6 Sections 5.1, 5.2 or 5.3, or exercise any termination right arising therefrom therefrom, unless forthwith and, and in any event, event prior to the Effective Time filing of the party Articles of Amalgamation for acceptance by the Director, UPM or parties intending to rely thereon Repap, as the case may be, has given delivered a written notice to the other party or parties specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which UPM or Repap, as the party or parties giving such notice is case may be, are asserting as the basis for the non-fulfillment fulfilment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is givendelivered, provided that Repap or UPM, as the other party or parties case may be, is or are proceeding diligently to cure such matter, if such matter is susceptible to being curedcured (for greater certainty, except by way of disclosure in the case of representations and warranties), the party or parties giving such notice other may not terminate this Agreement as a result thereof until the earlier later of the Termination 30 days prior to the Outside Date and the expiration of a period of ten Business Days from 30 days following such notice. If such notice has been given delivered prior to the date of the Continental Repap Meeting, the Continental Meetingsuch meetings shall, unless the parties otherwise agreeagree otherwise, will be postponed or adjourned until the expiry of such period. If such notice has been delivered prior to the filing of the Articles of Amalgamation with the Director, such filing shall be postponed until two Business Days after the expiry of such period. For greater certainty, in the event that such matter is cured within the time period (referred to herein without causing any breach a Material Adverse Effect on the curing party, this Agreement may not be terminated solely as a result of any other provision contained herein)the cured breach.

Notice and Cure Provisions. If either Continental, on the one hand, or the Jinchuan Parties, on the other hand, any Party determines at any time prior to the Effective Time that it or they intend intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in this Agreement, such party or parties Party will so notify the other party or parties Party forthwith upon making such determination in order that the other party or parties Party will have the right and opportunity to take such steps, at its or their own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Termination Outside Date. Neither Continental the Company nor the Jinchuan Parties Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in Article 6 7 hereof or exercise any termination right arising therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and, and in any event, event prior to the Effective Time the party or parties Party intending to rely thereon has given a written notice to the other party or parties Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the party or parties 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. If any such notice is given, provided that the other party or parties Party is or are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the party or parties Party giving such notice may not terminate this Agreement as a result thereof until the earlier of the Termination Outside Date and the expiration of a period of ten 30 Business Days from such notice. If such notice has been given prior to the date of the Continental Company Meeting, the Continental Meetingsuch meeting, unless the parties Parties otherwise agree, will be postponed or adjourned until the expiry of such period (without causing any breach of any other provision contained herein).