Common use of Notice and Effect of Failure to Comply with Conditions Clause in Contracts

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT and ACME shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, 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 provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (b) If any of the conditions precedents set forth in Sections 11.1, 11.2 or 11.3 shall not be complied with or waived by the Party or parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) provided that prior to the filing of the Articles of Amalgamation for the purpose of giving effect to the Amalgamation, the Party intending to rely thereon has delivered a written notice to the other Party, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and the Party in breach shall have failed to cure such breach within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured). More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT Harvest and ACME Viking shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, 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 hereunder; provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (b) If any of the conditions precedents set forth in Sections 11.16.1, 11.2 6.2 or 11.3 6.3 hereof shall not be complied with or waived by the Party or parties Parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further Agreement; provided for herein) provided that that, prior to the filing of the Articles of Amalgamation Arrangement for the purpose of giving effect to the AmalgamationArrangement, the Party intending to rely thereon has delivered a written notice to the other Party, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and the Party in breach shall have failed to cure such breach within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured)precedent. More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT and ACME Party shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Closing Date of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, ; 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 hereunder; provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (b) If any of the conditions precedents precedent set forth in Sections 11.15.1, 11.2 5.2, or 11.3 5.3 hereof shall not be complied with or waived by the Party or parties Parties for whom a right to waive such condition precedent has been provided for and for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose whom a right to assert the benefit of the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) in Section 7.1 hereof; provided that that, prior to the filing consummation of the Articles of Amalgamation for the purpose of giving effect to the Amalgamationtransactions contemplated by this Agreement, the Party intending to rely thereon has delivered a written notice to the other Party, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent precedent, and shall provide in such notice that the other Party in breach shall have failed be entitled to cure such any breach of a covenant or representation and warranty or other matters within three (3) five Business Days of after receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be curedcured and, in no event, shall any cure period extend beyond the Outside Date). More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT Shellbridge, the Trust and ACME True shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, (i) cause any of the representations or warranties of any Party party contained herein to be untrue or inaccurate in any material respect, 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 party hereunder provided, however, that no such notification will affect the representations or warranties of the Parties parties or the conditions to the obligations of the Parties parties hereunder. (b) If any of the conditions precedents set forth in Sections 11.1sections 5.1, 11.2 5.2 or 11.3 5.3 hereof shall not be complied with or waived by the Party party or parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) provided that prior to the filing of the Articles of Amalgamation Arrangement for the purpose of giving effect to the AmalgamationArrangement, the Party party intending to rely thereon has delivered a written notice to the other Partyparty, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and the Party party in breach shall have failed to cure such breach within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured). More than one such notice may be delivered by a Partyparty.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT and ACME the parties hereto shall give prompt notice to the other others of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date Date, of any event or state of facts which occurrence or failure would, or would be likely to, (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, 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 party hereunder provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties parties hereunder. (b) If any of the conditions precedents precedent set forth in Sections 11.1, 11.2 or 11.3 Section 4.1 hereof shall not be complied with or waived by the Party party or parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) provided that prior to the filing of the Articles of Amalgamation Arrangement for the purpose of giving effect to the AmalgamationArrangement, the Party party intending to rely thereon has delivered a written notice to the other Partyparty, specifying in reasonable detail all breaches of covenants, representations and warranties covenants or other matters which the Party party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and the Party party in breach shall have failed to cure such breach within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured). More than one such notice may be delivered by a Partyparty.

Notice and Effect of Failure to Comply with Conditions. ‌ (a) Each of RDT CCC, on the one hand, and ACME Orca and AcquisitionCo, on the other hand, shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, 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 provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (b) If any of the conditions precedents set forth in Sections 11.110.1, 11.2 10.2 or 11.3 10.3 hereof shall not be complied with or waived by the Party or parties Parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) provided that prior to the filing of the Articles of Amalgamation for the purpose of giving effect to the Amalgamation, the Party intending to rely thereon has delivered a written notice to the other PartyParty or Parties, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and the Party in breach shall have failed to cure such breach within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured). More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each The Company, of RDT the first part, and ACME Parent and CaymanCo, of the second part, shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, 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 hereunder; provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (b) If (i) any of the conditions precedents precedent set forth in Sections 11.15.1, 11.2 5.2 (other than Section 5.2(a)) or 11.3 5.3 hereof shall not be complied with or waived by the Party or parties Parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then or (ii) the Company breaches or fails to perform in any respect any of its representations, warranties, covenants or agreements made in this Agreement, which breach or failure to perform would result in a failure of any condition precedent set forth in Section 5.2(a) hereof then, in each case, the applicable Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law Law or equity, rescind and terminate this Agreement (as further provided for herein) provided that prior to the filing of the Articles articles of Amalgamation arrangement for the purpose of giving effect to the AmalgamationArrangement, provided that the Party intending to rely thereon has delivered a written notice to the other Party, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and provides the other Party in breach shall have failed to cure such breach within three fifteen (315) Business Days to rectify the breaches before the effective date of receipt of such written notice thereof (except rescission or termination, provided that no cure period shall be provided for a breach which by its nature cannot be cured)cured and in no event shall any cure period extend beyond the Outside Date. More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT Acquiror and ACME Acquiree shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, (i) cause any of the representations or warranties of any Party such party contained herein to be untrue or inaccurate in any material respect, 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 party hereunder; provided, however, that no such notification will shall affect the representations or warranties of the Parties parties or the conditions to the obligations of the Parties parties hereunder. (b) If any of the conditions precedents set forth in Sections 11.1sections 6.1, 11.2 6.2 or 11.3 6.3 hereof shall not be complied with or waived by the Party party or parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) provided that prior to the filing of the Articles of Amalgamation for the purpose of giving effect to the Amalgamation, the Party party intending to rely thereon has delivered a written notice to the other Partyparty, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and the Party party in breach shall have failed to cure such breach within three five (35) Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured). More than one such notice may be delivered by a Partyparty. (c) The conditions set out in this Article 6 are conclusively deemed to have been satisfied, waived or released when, with the agreement of the parties, Articles of Amalgamation are filed under the Act to give effect to the Amalgamation.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT Purchaser and ACME PrimeWest shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, 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 hereunder; provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (b) If any of the conditions precedents precedent set forth in Sections 11.1, 11.2 or 11.3 hereof shall not be complied with or waived by the Party or parties Parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equityequity (as limited by this Agreement), rescind and terminate this Agreement (as further provided for herein) provided that at any time prior to the filing of the Articles of Amalgamation Arrangement for the purpose of giving effect to the Amalgamation, Arrangement provided that (i) hereof shall survive any such termination; (ii) the Party intending to rely thereon has delivered a written notice to the other Party, specifying in reasonable detail detail, and to the extent applicable, all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and (more than one such notice may be delivered by a Party); (iii) so long as Purchaser is not then in material breach of any of its representations, warranties, covenants or other agreements contained in this Agreement, Purchaser shall be the sole party entitled to terminate this Agreement for the failure to complete the actions described in Sections , or on or before the dates specified therein (with, for the avoidance of doubt, all Parties being able to terminate this Agreement for the failure to complete such actions be completed in any event on or before the Effective Time); (iv) the Party for whose benefit the conditions set forth in breach Sections and are provided may terminate this Agreement at such time prior to the Effective Time if there shall have failed been a breach of representations, warranties, covenants or other agreements related to cure such breach within three (3) Business Days of receipt condition which, individually or in the aggregate, would result in, if continuing or occurring at the Effective Time, the failure of such condition, and which is not cured within the earlier of the Outside Date or 30 days following written notice thereof (except that no cure period shall be provided for a breach to the party committing such breach, or which by its nature cannot be cured)cured within such time period, provided that no Party shall have the right to terminate this Agreement at any time with respect to the conditions set forth in Sections or if such Party is then in material breach of its covenants, agreements, representations or warranties contained in this Agreement; and (v) no Party may terminate this Agreement for a failure of the condition set forth in Section if the failure of Arrangement to become effective on or prior to the date specified therein shall be due to the failure of such Party to perform or comply in all material respects with the covenants and agreements of such Party, or the material breach of the representations or warranties of such Party, set forth in this Agreement. More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT Naked and ACME shall SBH will give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date Closing Date, of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, 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 hereunder, provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the or obligations of the Parties hereunder. (b) If any of the conditions precedents precedent set forth in Sections 11.18.1, 11.2 8.2 or 11.3 shall 8.3 are not be complied with or waived by the Party or parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) in Section 10.2), provided that that, prior to the filing of the Articles of Amalgamation Merger for the purpose of giving effect to the AmalgamationMerger, the Party intending to rely thereon has delivered a written notice to the other PartyParties specifying, specifying in reasonable detail detail, all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent precedent, and the Party or Parties in breach shall will have failed to cure such breach within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall will be provided for a breach which which, by its nature nature, cannot be cured). More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT and ACME Party shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the Agreement Date to the Effective Closing Date of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, ; 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 hereunder, provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (b) If any of the conditions precedents precedent set forth in Sections 11.15.1, 11.2 5.2, or 11.3 5.3 hereof shall not be complied with or waived by the Party or parties Parties for whom a right to waive such condition precedent has been provided for and for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose whom a right to assert the benefit of the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) in Section 7.1 hereof; provided that that, prior to the filing consummation of the Articles of Amalgamation for the purpose of giving effect to the AmalgamationTransactions, the Party intending to rely thereon has delivered a written notice to the other Party, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent precedent, and shall provide in such notice that the other Party in breach shall have failed be entitled to cure such any breach of a covenant or representation and warranty or other matters within three (3) five Business Days of after receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be curedcured and in no event shall any cure period extend beyond the Outside Date). More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT and ACME Party shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement Date to and the Effective Date Time, of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any such Party contained herein to be untrue or inaccurate in any material respectrespect on the date hereof 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 provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions prior to the obligations of the Parties hereunderEffective Time. (b) If any of the conditions precedents precedent set forth in Sections 11.15.1, 11.2 5.2 or 11.3 shall 5.3 hereof will not be complied with satisfied or waived by the Party or parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) in Section 8.1 hereof provided that that, prior to the filing of the Articles of Amalgamation for the purpose of giving effect to the AmalgamationArrangement, the Party intending to rely thereon has delivered a written notice to the other Party, Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and shall provide in such notice that the other Party in breach shall have failed be entitled to cure such any breach of a covenant or representation and warranty or other matters within three five (35) Business Days of after receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be curedcured and, in no event, shall any cure period extend beyond June 15, 2012). More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT and ACME the Parties shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, 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 hereunder; provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (b) If any of the conditions precedents precedent set forth in Sections 11.1, 11.2 4.1 or 11.3 4.2 hereof shall not be complied with or waived by the Party or parties Parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) in Section 6.1 hereof; provided that that, prior to the filing of the Articles of Amalgamation Arrangement for the purpose of giving effect to the AmalgamationArrangement, the Party intending to rely thereon has delivered a written notice to the other PartyParties, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and the Party in breach shall have failed to cure such breach within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured)precedent. More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT Lion and ACME shall Taipan will give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date Date, of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, 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 hereunder, provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the or obligations of the Parties hereunder. (b) If any of the conditions precedents precedent set forth in Sections 11.18.1, 11.2 8.2 or 11.3 shall 8.3 are not be complied with or waived by the Party or parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) in Section 10.2), provided that that, prior to filing the filing of the Articles of Amalgamation Application for the purpose of giving effect to the Amalgamation, the Party intending to rely thereon has delivered a written notice to the other PartyParty specifying, specifying in reasonable detail detail, all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent precedent, and the Party in breach shall will have failed to cure such breach within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall will be provided for a breach which which, by its nature nature, cannot be cured). More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT Fulcrum and ACME xXxxxx shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any Party party contained herein to be untrue or inaccurate in any material respect, : 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 party hereunder provided, however, that no such notification will shall affect the representations or warranties of the Parties parties or the conditions to the obligations of the Parties parties hereunder. (b) If any of the conditions precedents set forth in Sections 11.15.1, 11.2 5.2 or 11.3 5.3 hereof shall not be complied with or waived by the Party party or parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) provided that prior to the filing of the Articles of Amalgamation for the purpose of giving effect to the Amalgamation, the Party party intending to rely thereon has delivered a written notice to the other Partyparty, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and the Party party in breach shall have failed to cure such breach within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured). More than one such notice may be delivered by a Party.three

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT Penn West and ACME Petrofund shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, 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 hereunder; provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (b) If any of the conditions precedents set forth in Sections 11.16.1, 11.2 6.2 or 11.3 6.3 hereof shall not be complied with or waived by the Party or parties Parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) in Section 9.1 hereof; provided that that, prior to the filing of the Articles of Amalgamation Arrangement for the purpose of giving effect to the AmalgamationArrangement, the Party intending to rely thereon has delivered a written notice to the other Party, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and the Party in breach shall have failed to cure such breach within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured)precedent. More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT Enerplus and ACME Focus shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, 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 hereunder; provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (b) If any of the conditions precedents set forth in Sections 11.15.1, 11.2 5.2 or 11.3 5.3 hereof shall not be complied with or waived by the Party or parties Parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) in Section 8.1 hereof; provided that that, prior to the filing of the Articles of Amalgamation Arrangement for the purpose of giving effect to the AmalgamationArrangement, the Party intending to rely thereon has delivered a written notice to the other Other Party, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and the Party in breach shall have failed to cure such breach within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured)precedent. More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT and ACME Party shall give prompt notice to the other Parties of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Closing Date of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, ; 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 hereunder; provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (b) If any of the conditions precedents precedent set forth in Sections 11.1, 11.2 3.2 or 11.3 3.3 hereof shall not be complied with or waived by the Party or parties Parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) provided that that, prior to the filing of the Articles of Amalgamation for the purpose of giving effect to the AmalgamationClosing, the Party intending to rely thereon has delivered a written notice to the other Party, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and condition or the availability of a termination right, as the case may be. If any such notice is delivered, provided that a Party in breach shall have failed is proceeding diligently to cure any such breach within three (3) matter capable of being cured, and that has not occurred as a result of a willful breach, to the satisfaction of the other Party, acting reasonably, no Party may terminate this Agreement until the expiration of a period of five Business Days from the date of receipt of such written notice thereof (except provided that no such cure period shall extend beyond the Outside Date and no such cure period shall be provided for a breach which by its nature cannot be cured). More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT Siyata and ACME Teslin shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any Party party contained herein to be untrue or inaccurate in any material respect, ; 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 party hereunder provided, however, that no such notification will affect the representations or warranties of the Parties parties or the conditions to the obligations of the Parties parties hereunder. (b) If any of the conditions precedents precedent set forth in Sections 11.15.1, 11.2 5.2 or 11.3 5.3 hereof shall not be complied with or waived by the Party party or parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) provided that prior to the filing of the Articles of Amalgamation for the purpose of giving effect to the Amalgamation, Amalgamation the Party party intending to rely thereon on such rescission or termination has delivered a written notice to the other Partyparty, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and the Party party in breach shall have failed to cure such breach within three (3) five Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured). More than one such notice may be delivered by a Partyparty.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT and ACME party shall give prompt notice to the other party of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date Date, of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any Party such party contained herein to be untrue or inaccurate in any material respect, ; 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 party hereunder; provided, however, that no such notification will shall affect the representations or warranties of the Parties parties or the conditions to the obligations of the Parties parties hereunder. (b) If any of the conditions precedents precedent set forth in Sections 11.1sections 5.1, 11.2 5.2 or 11.3 shall 5.3 hereof will not be satisfied, complied with or waived by the Party or parties party for whose benefit such conditions are provided on or before the date required for the satisfaction or performance thereof, then a Party party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further pursuant to section 7.1(b) hereof; provided for herein) provided that that, prior to the filing of the Articles of Amalgamation for the purpose of giving effect to the AmalgamationArrangement, the Party party intending to rely thereon has delivered a written notice to the other Party, party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which that the Party party delivering such notice is asserting as the basis for the non-non- fulfillment of the applicable conditions precedent precedent; and provided, further, that the Party party intending to rely thereon shall provide in breach such notice that the other party shall have failed be entitled to cure such any breach of a covenant, representation and warranty or other matter within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured). More than one such notice may be delivered by a Party.five

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT WOW and ACME ZoMedica shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any Party such party contained herein to be untrue or inaccurate in any material respect, ; 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 party hereunder; provided, however, that no such notification will shall affect the representations or warranties of the Parties parties or the conditions to the obligations of the Parties parties hereunder. (b) If any of the conditions precedents set forth in Sections 11.16.1, 11.2 6.2 or 11.3 shall 6.3 hereof will not be complied with or waived by the Party party or parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) in Section 8.1 hereof provided that prior to the filing of the Articles of Amalgamation for the purpose of giving effect to the Amalgamation, the Party party intending to rely thereon has delivered a written notice to the other Partyparty, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and shall provide in such notice that the Party in breach other party shall have failed be entitled to cure such any breach of a covenant or representation and warranty or other matters within three five (35) Business Days of after receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured)cured and, in no event, shall any cure period extend beyond April 29, 2016. More than one such notice may be maybe delivered by a Partyparty.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT Gamehost and ACME Onco US shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, or 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 hereunder; provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (b) If Subject to the provisions of Sections 7.2 and 7.3, if any of the conditions precedents set forth in Sections 11.15.1, 11.2 5.2 or 11.3 5.3 hereof shall not be complied with or waived by the Party or parties Parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) in Section 7.1 hereof; provided that that, prior to the filing of the Articles of Amalgamation Arrangement for the purpose of giving effect to the AmalgamationArrangement, the Party intending to rely thereon has delivered a written notice to the other Other Party, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and the Party in breach shall have failed to cure such breach within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured)precedent. More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT Cervus, Cervus GP and ACME Vasogen shall give prompt notice to the other others of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, : (i) cause any of the representations or warranties of any Party contained herein to be untrue or inaccurate in any material respect, 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 hereunder; provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (b) If Subject to the provisions of Section 7.2 and 7.3, if any of the conditions precedents set forth in Sections 11.15.1, 11.2 5.2 or 11.3 5.3 hereof shall not be complied with or waived by the Party or parties Parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) in Section 7.1 hereof; provided that that, prior to the filing of the Articles of Amalgamation Arrangement for the purpose of giving effect to the AmalgamationArrangement, the Party intending to rely thereon has delivered a written notice to the other Other Party, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable conditions precedent and the Party in breach shall have failed to cure such breach within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured)precedent. More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each of RDT Inner Spirit and ACME PubCo shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the Agreement Date date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to, (i) cause any of the representations or warranties of any Party party contained herein to be untrue or inaccurate in any material respect, 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 party hereunder provided, however, that no such notification will affect the representations or warranties of the Parties parties or the conditions to the obligations of the Parties parties hereunder. (b) If any of the conditions precedents set forth in Sections 11.1sections 6.1, 11.2 6.2 or 11.3 6.3 hereof shall not be complied with or waived by the Party party or parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party party for whose benefit the condition precedent is provided may, in addition to any other remedies they may have at law or equity, rescind and terminate this Agreement (as further provided for herein) provided that prior to the filing of the Articles of Amalgamation for the purpose of giving effect to the Amalgamation, the Party party intending to rely thereon has delivered a written notice to the other Partyparty, specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party party delivering such notice is asserting as the basis for the non-non- fulfillment of the applicable conditions precedent and the Party party in breach shall have failed to cure such breach within three (3) Business Days of receipt of such written notice thereof (except that no cure period shall be provided for a breach which by its nature cannot be cured). More than one such notice may be delivered by a Partyparty.