Common use of Notice and Cure Provisions Clause in Contracts

Notice and Cure Provisions. (a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; or (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder prior to the Effective Time. (b) The Parent may not exercise their respective rights to terminate this Agreement pursuant to Section 8.2(c)(ii) and DirectCash may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(i) unless the Party seeking to terminate the Agreement shall have delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other obligations that the Party delivering such notice is asserting as the basis for the termination right. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, no Party may exercise such termination right, until the earlier of: (i) the Outside Date; and (ii) the date that is ten (10) Business Days following receipt of such notice by the Party to whom the notice was delivered if such matter has not been cured by such date.

Notice and Cure Provisions. (a1) Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: (ia) cause any of the representations or warranties of any such Party contained herein in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective TimeDate; or (iib) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any such Party hereunder prior to the Effective Timeunder this Agreement. (b2) The Parent Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (3) SNDL may not exercise their respective rights elect to terminate this Agreement pursuant to Section 8.2(c)(ii) and DirectCash may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(i7.2(1)(d)(i) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i), unless the Party seeking to terminate this Agreement (the Agreement shall have “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 obligations that matters which the Terminating Party delivering such notice is asserting asserts as the basis for the termination righttermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, no the Terminating Party may not exercise such termination right, right until the earlier of: of (ia) the Outside Date; , and (iib) the date that is ten (10) 10 Business Days following receipt of such notice Termination Notice by the Party to whom the notice was delivered Breaching Party, if such matter has not been cured by such date.

Notice and Cure Provisions. (a1) Each Party will give prompt notice to shall promptly notify the other Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: (ia) cause any of the representations or warranties of any such Party contained herein in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Closing Time; or (iib) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any such Party hereunder prior to the Effective Timeunder this Agreement. (b2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (3) The Parent Purchaser may not exercise their respective rights elect to terminate this Agreement pursuant to Section 8.2(c)(ii) and DirectCash may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(i7.2(1)(d)(i) and the Fund may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i), unless the Party seeking to terminate this Agreement (the Agreement shall have “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 obligations that matters which the Terminating Party delivering such notice is asserting asserts as the basis for the termination righttermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, no the Terminating Party may not exercise such termination right, right until the earlier of: of (ia) the Outside Date; and (ii) the date that is ten (10) Business Days following receipt of such notice by the Party to whom the notice was delivered if such matter has not been cured by such date.,

Notice and Cure Provisions. (a1) Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: (ia) cause any of the representations or warranties of any such Party contained herein in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time; or (iib) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any such Party hereunder prior to the Effective Timeunder this Agreement. (b2) The Parent Notification provided under this Section 4.7 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (3) 51st Parallel may not exercise their respective rights elect to terminate this Agreement pursuant to Section 8.2(c)(ii) and DirectCash may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(i7.2(1)(c)(i) or Section 7.2(1)(c)(ii) and Target may not elect to exercise its rights to terminate this Agreement pursuant to Section 7.2(1)(d)(i) or Section 7.2(1)(d)(ii), unless the Party seeking to terminate the Agreement shall have (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the ”Breaching Party”) specifying in reasonable detail all breaches of covenants, or incorrect representations and warranties or other obligations that matters which the Terminating Party delivering such notice is asserting asserts as the basis for the termination righttermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside DateDate (with any intentional breach being deemed to be incurable), no the Terminating Party may not exercise such termination right, right until the earlier of: of (ia) the Outside Date; , and (iib) the date that is ten (10) Business Days following receipt of such notice by the Party to whom the notice was delivered if such matter has not been cured by the date that is 10 Business Days following receipt of such dateTermination Notice by the Breaching Party.

Notice and Cure Provisions. (a1) Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts which occurrence or failure that would, or would be reasonably likely expected to: (ia) cause any of the representations or warranties of any such Party contained herein in this Agreement to be untrue or inaccurate in any material respect (or in all respects if already qualified by reference to “material”, “Material Adverse Effect” or other concept of materiality) at any time from during the date hereof to the Effective TimeInterim Period; or (iib) result in the failure failure, in any material respect, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any such Party hereunder prior to or at the Effective TimeTime under this Agreement. (b2) Notification provided under this Section 4.8 will not be deemed to cure any breach of or otherwise affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (3) The Parent may shall not exercise their respective rights be permitted to terminate this Agreement pursuant to Section 8.2(c)(ii) and DirectCash may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(i7.2(4)(a) and the Corporation shall not be permitted to exercise its right to terminate this Agreement pursuant to Section 7.2(3)(a), unless the Party seeking to terminate this Agreement (the Agreement shall have Terminating Party) has delivered a written notice (a Termination Notice) to the other Party (the Breaching Party) specifying in reasonable detail all breaches of covenants, or incorrect or inaccurate representations and warranties or other obligations that matters which the Terminating Party delivering such notice is asserting asserts as the basis for the termination righttermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, no the Terminating Party may not exercise such termination right, until right if such matter has been cured prior to the earlier of: of (ia) the Outside Date; , and (iib) the date that is ten twenty (1020) Business Days following receipt of such notice Termination Notice by the Party to whom the notice was delivered if such matter has not been cured by such dateBreaching Party.

Notice and Cure Provisions. (a1) Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: (ia) cause any of the representations or warranties of any such Party contained herein in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time; or (iib) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any such Party hereunder prior to the Effective Time.under this Agreement; (b2) The Neither Parent nor Acquireco may not exercise their respective rights its right to terminate this Agreement pursuant to Section 8.2(c)(ii) 7.2(1)(d)(i), and DirectCash the Company may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(i) 7.2(1)(c)(i), unless the Party seeking to terminate the Agreement shall have delivered a written notice to the other Party Parties specifying in reasonable detail all breaches of covenants, representations and warranties or other obligations that matters which the Party delivering such notice is asserting as the basis for non-fulfillment or the applicable condition or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Datecured, no Party may exercise such termination rightterminate this Agreement, until the earlier of: of (i) the Outside Date; and (ii) the date that is ten (10) Business Days following receipt of such notice by the Party to whom the notice was delivered if such matter has not been cured by such date., and

Notice and Cure Provisions. (a) Each Party will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect at any time from on the date hereof to or at the Effective Time; or (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder prior to the Effective Time. (b) The Parent Purchaser may not exercise their respective its rights to terminate this Agreement pursuant to Subsection 8.2(a)(iii)C (except in the case of a breach of Section 8.2(c)(ii2.16, in which case this Section 6.4(b) shall not apply) and DirectCash Terrace may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(i) Subsection 8.2(a)(iv)A unless the Party seeking intending to terminate the Agreement shall have rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other obligations that matters which the Party delivering such notice is asserting as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Datecured, no Party may exercise such termination right, terminate this Agreement until the earlier of: (i) the Outside Date; and (ii) the date that is expiration of a period of ten (10) Business Days following receipt of from such notice by the Party to whom the notice was delivered notice, and then only if such matter has not been cured by such date.. If such notice has been delivered by Terrace to the Purchaser less than ten

Notice and Cure Provisions. (a) Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: (ia) cause any of the representations or warranties of any such Party contained herein in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time; or (iib) result in the failure failure, in any material respect, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any such Party hereunder prior to the Effective Time. (b) The Parent under this Agreement. 142 BC may not exercise their respective rights elect to terminate this Agreement pursuant to Section 8.2(c)(ii) and DirectCash may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(i7.03(a) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.04(a), unless the Party seeking intending to terminate the Agreement shall have rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, inaccuracies of representations and warranties or other obligations that matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition or the availability of a termination right, as the case may be. If any such notice is delivereddelivered with respect to a matter that is capable of being cured, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Datematter, no Party may exercise such termination right, terminate this Agreement until the earlier of: (i) the Outside Date; and (ii) the date that is ten (10) Business Days following from the date of receipt of such notice by the Party to whom the notice was delivered notice, if such matter has not been cured by such date.

Notice and Cure Provisions. (a1) Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: (ia) cause any of the representations or warranties of any such Party contained herein in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time; or (iib) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement. (2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (3) No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions set forth herein or any Party hereunder termination right arising therefrom under Section 7.2(1)(c)(i) or Section 7.2(1)(d)(i) and no payments are payable as a result of such termination under this Agreement unless, prior to the Effective Time. (b) The Parent may not exercise their respective rights to terminate this Agreement pursuant to Section 8.2(c)(ii) and DirectCash may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(i) unless Date, the Party seeking intending to terminate the Agreement shall have rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other obligations that matters which the Party delivering such notice is asserting as the basis for the non-fulfilment or the applicable condition or termination right, as the case may be. If any such notice is delivered, provided that delivered by a Party and the other Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Datecured, no Party may exercise such termination right, terminate this Agreement until the earlier of: (i) the Outside Date; and (ii) the date that is expiration of a period of ten (10) Business Days following receipt from delivery of such notice by the Party to whom the notice was delivered if such matter has not been cured by such datenotice.

Notice and Cure Provisions. ‌ (a1) Each Party will give prompt notice to promptly notify the other Parties of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: (ia) cause any of the representations or warranties of any such Party contained herein in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Effective Time; or (iib) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any such Party hereunder prior to the Effective Timeunder this Agreement. (b2) The Parent Purchaser may not exercise their respective rights elect to terminate this Agreement pursuant to Section 8.2(c)(ii) and DirectCash may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(i7.2(1)(d)(i) or Section 7.2(1)(d)(ii)(C) and Pure LP may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i) unless the Party seeking to terminate this Agreement (the Agreement shall have “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 obligations that matters which the Terminating Party delivering such notice is asserting asserts as the basis for the termination righttermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, no the Terminating Party may not exercise such termination right, right until the earlier of: of (ia) the Outside Date; and (ii) the date that is ten (10) Business Days following receipt of such notice by the Party to whom the notice was delivered if such matter has not been cured by such date., and‌

Notice and Cure Provisions. (a1) Each Party will give prompt notice to shall promptly notify the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to: (ia) cause any of the representations or warranties of any such Party contained herein in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof of this Agreement to the Effective Time; or (iib) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any such Party hereunder prior to the Effective Timeunder this Agreement. (b2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (3) The Parent Purchaser may not exercise their respective rights elect to terminate this Agreement pursuant to Section 8.2(c)(ii) and DirectCash may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(i7.2(1)(d)(i) or Section 7.2(1)(d)(iv) and the Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i) or Section 7.2(1)(c)(iii), unless the Party seeking to terminate the Agreement shall have (the “Terminating Party”) has delivered a written notice (“Termination Notice”) to the other Party (the “Breaching Party”) specifying in reasonable detail all breaches of covenants, or incorrect representations and warranties or other obligations that matters which the Terminating Party delivering such notice is asserting asserts as the basis for the termination righttermination. If any such notice is deliveredAfter delivering a Termination Notice, provided that a the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside DateDate (with any intentional breach being deemed to be incurable), no the Terminating Party may not exercise such termination right, right until the earlier of: of (ia) the Outside Date; and (ii) the date that is ten (10) Business Days following receipt of such notice by the Party to whom the notice was delivered if such matter has not been cured by such date., and