Common use of Notice and Cure Provisions Clause in Contracts

Notice and Cure Provisions. ADSX and the Corporation will give prompt notice to the 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: (a) cause any of the representations or warranties of the other 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, condition or agreement to be complied with or satisfied by the other hereunder prior to the Effective Date. Neither ADSX nor the Corporation may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 6.1, 6.2 and 6.3, or exercise any termination right arising therefrom, unless forthwith and in any event prior to the filing of the Final Order for acceptance by the Director, ADSX or the Corporation, as the case may be, have delivered a written notice to the other specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which ADSX or the Corporation, as the case may be, are 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. If any such notice is delivered, provided that ADSX or the Corporation, as the case may be, are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the other may not terminate this Agreement until the later of March 31, 2005 and the expiration of a period of 30 days from such notice. If such notice has been delivered prior to the date of the Meeting, such meeting shall be postponed until the expiry of such period.

Notice and Cure Provisions. ADSX The Redback Parties and the Corporation Abatis will give prompt notice to the 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: (a) cause any of the representations or warranties of the other 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, condition or agreement to be complied with or satisfied by the other hereunder prior to the Effective Date. Neither ADSX the Redback Parties nor the Corporation Abatis may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections Sections 6.1, 6.2 and 6.3, or exercise any termination right arising therefrom, unless forthwith and in any event prior to the filing of the Final Order for acceptance by the Director, ADSX the Redback Parties or the CorporationAbatis, as the case may be, have delivered a written notice to the other specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which ADSX the Redback Parties or the CorporationAbatis, as the case may be, are 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. If any such notice is delivered, provided that ADSX the Redback Parties or the CorporationAbatis, as the case may be, are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the other may not terminate this Agreement until the later of March 31November 30, 2005 2000 and the expiration of a period of 30 days from such notice. If such notice has been delivered prior to the date of the Meeting, such meeting shall be postponed until the expiry of such period.of

Notice and Cure Provisions. ADSX (a) The Purchaser and the Corporation will Company shall give prompt notice to the other other, after obtaining knowledge of the occurrence, or failure to occur, at any time from the date hereof until the Effective DateExpiry Time, of any event or state of facts which occurrence or failure would, or would be likely to: (ai) cause any of the representations or warranties of the other contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Datemade; or (bii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the other hereunder prior to the Effective Date. Expiry Time which is susceptible to being cured. (b) Neither ADSX the Purchaser nor the Corporation Company may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 6.1, 6.2 and 6.3herein, or exercise any termination right arising therefrom, unless forthwith and in any event prior to the filing of Expiry Time, the Final Order for acceptance by the Director, ADSX Purchaser or the CorporationCompany has, as the case may be, have delivered a written notice to the other specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which ADSX or the CorporationPurchaser of the Company is, as the case may be, are 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. If any such notice is delivered, provided that ADSX the Purchaser or the CorporationCompany is, as the case may be, are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the other may not terminate this Agreement until the later earlier of March 31, 2005 the Expiry Time and the expiration of a period of 30 10 days from such notice. If such notice has been delivered prior to the date of the Meeting, such meeting shall be postponed until the expiry of such period.

Notice and Cure Provisions. ADSX Each of GF Netherlands and the Corporation Rusoro will give prompt notice to the 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: (a) cause any of the its representations or warranties of the other 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 material respect any covenant, condition or agreement to be complied with or satisfied by the other hereunder prior to the Effective Date. Neither ADSX GF Netherlands nor the Corporation Rusoro may elect not to complete the transactions contemplated hereby pursuant Transaction by reason of failure to satisfy the conditions precedent for the benefit of such party contained in sections 6.16.2(a), 6.2 and 6.36.2(b), 6.3(a) or 6.3(b), or exercise any termination right in section 7.1(f) and 7.1(g) arising therefrom, unless forthwith and in any event prior to the filing of the Final Order for acceptance by the Director, ADSX Effective Date GF Netherlands has or the CorporationRusoro has, as the case may be, have delivered a written notice to the other specifying in reasonable detail all such breaches of covenants, representations and warranties warranties, covenants or other matters agreements which ADSX GF Netherlands is, or the CorporationRusoro is, as the case may be, are 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. If any such notice is delivered, provided that ADSX GF Netherlands is, or the CorporationRusoro is, as the case may be, are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the other party may not terminate this Agreement until the later earlier of March 31, 2005 and the expiration of a period of 30 days from such notice. If such notice has been delivered and three Business Days prior to the date of the Meeting, such meeting shall be postponed until the expiry of such periodOutside Date.

Notice and Cure Provisions. ADSX eLandia, Stanford and the Corporation W&R will give prompt notice to the 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: (a) cause any of the representations or warranties of the other contained herein to be untrue or inaccurate in any material Material respect on the date hereof or on the Effective Date; or (b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the other hereunder prior to the Effective Date. Neither ADSX eLandia, Stanford nor the Corporation W&R may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections Sections 6.1, 6.2 and 6.3, or exercise any termination right arising therefrom, unless forthwith and in any event prior to the filing of the Final Order for acceptance by the DirectoreLandia, ADSX Stanford or the CorporationW&R, as the case may be, have delivered a written notice to the other specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which ADSX eLandia, Stanford or the CorporationW&R, as the case may be, are 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. If any such notice is delivered, provided that ADSX eLandia, Stanford or the CorporationW&R, as the case may be, are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the other may not terminate this Agreement until the later of March 31September 30, 2005 and the expiration of a period of 30 days from such notice. If such notice has been delivered prior to the date of the Meeting, such meeting shall be postponed until the expiry of such period2005.

Notice and Cure Provisions. ADSX Each of Acquireco and the Corporation will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof January 10, 2007 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: (a) cause any of the its representations or warranties of the other contained herein to be untrue or inaccurate in any material respect on the date hereof January 10, 2007 or on the Effective Date; or (b) result in the its failure to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by the other hereunder prior to the Effective Date. Neither ADSX Acquireco nor the Corporation may elect not to complete the transactions contemplated hereby pursuant Arrangement by reason of failure to satisfy the conditions precedent for the benefit of such party contained in sections 6.16.2(a), 6.2 and 6.36.2(b), 6.2(c), 6.3(a), 6.3(b) or 6.3(c), or exercise any termination right in section 7.1(f) and 7.1(g) arising therefromtherefrom unless, unless forthwith and in any event prior to the filing of the Final Order for acceptance by the Director, ADSX Closing Date Acquireco has or the CorporationCorporation has, as the case may be, have delivered a written notice to the other specifying in reasonable detail all such breaches of covenants, representations and warranties warranties, covenants or other matters agreements which ADSX Acquireco is, or the CorporationCorporation is, as the case may be, are 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. If any such notice is delivered, provided that ADSX Acquireco is, or the CorporationCorporation is, as the case may be, are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the other party may not terminate this Agreement until the later earlier of March 31, 2005 and the expiration of a period of 30 days from such notice. If such notice has been delivered and three Business Days prior to the date of the Meeting, such meeting shall be postponed until the expiry of such periodOutside Date.

Notice and Cure Provisions. ADSX (a) The Offeror and the Corporation will Company shall give prompt notice to the other other, after obtaining knowledge of the occurrence, or failure to occur, at any time from the date hereof until the Effective DateExpiry Time, of any event or state of facts which occurrence or failure would, or would be likely to: (ai) cause any of the representations or warranties of the other contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Datemade; or (bii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the other hereunder prior to the Effective Date. Expiry Time which is susceptible to being cured. (b) Neither ADSX the Offeror nor the Corporation Company may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained herein including in sections 6.1, 6.2 and 6.3section 3(e) of Schedule A, or exercise any termination right arising therefrom, unless forthwith and in any event prior to the filing of Expiry Time, the Final Order for acceptance by the Director, ADSX Offeror or the CorporationCompany has, as the case may be, have delivered a written notice to the other specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which ADSX the Offeror or the CorporationCompany is, as the case may be, are asserting as the basis for the non-fulfilment fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that ADSX the Offeror or the CorporationCompany is, as the case may be, are proceeding diligently to cure such matter, if such matter is susceptible to being cured, the other may not terminate this Agreement until the later earlier of March 31, 2005 the Expiry Time and the expiration of a period of 30 10 days from such notice. If such notice has been delivered prior to the date of the Meeting, such meeting shall be postponed until the expiry of such period.