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 Party shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the 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; 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 precedent set forth in Sections 5.1, 5.2, or 5.3 hereof shall not be complied with or waived by the Party or 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 whom a right to assert the benefit of the condition precedent is provided may, terminate this Agreement as provided in Section 7.1 hereof; provided that, prior to the consummation of the transactions 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, and shall provide in such notice that the other Party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within five Business Days after receipt of such notice (except that no cure period shall be provided for a breach which by its nature cannot be 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 Party of RDT and ACME shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof Agreement Date to the Closing 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 precedent precedents set forth in Sections 5.111.1, 5.2, 11.2 or 5.3 hereof 11.3 shall not be complied with or waived by the Party or Parties for whom a right to waive such condition precedent has been provided for and parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party for whom a right to assert the whose 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 in Section 7.1 hereof; for herein) provided that, that prior to the consummation filing of the transactions contemplated by this AgreementArticles 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, precedent and the Party in breach shall provide in such notice that the other Party shall be entitled have failed to cure any such breach of a covenant or representation and warranty or other matters within five three (3) Business Days after 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 and, in no event, shall any cure period extend beyond the Outside Datecured). More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each Party of Shellbridge, the Trust and True shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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 hereunder; 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 precedent precedents set forth in Sections sections 5.1, 5.2, 5.2 or 5.3 hereof shall not be complied with or waived by the Party party or Parties for whom a right to waive such condition precedent has been provided for and parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party party for whom a right to assert the whose 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 provided in Section 7.1 hereof; provided that, that prior to the consummation filing of the transactions contemplated by this AgreementArticles of Arrangement for the purpose of giving effect to the Arrangement, 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, precedent and the party in breach shall provide in such notice that the other Party shall be entitled have failed to cure any such breach of a covenant or representation and warranty or other matters within five three (3) Business Days after 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 and, in no event, shall any cure period extend beyond the Outside Datecured). More than one such notice may be delivered by a Partyparty.

Notice and Effect of Failure to Comply with Conditions. (a) Each Party of Harvest and Viking shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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 precedent precedents set forth in Sections 5.16.1, 5.2, 6.2 or 5.3 6.3 hereof shall not be complied with or waived by the Party or 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 whom a right to assert the whose 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 provided in Section 7.1 hereofAgreement; provided that, prior to the consummation filing of the transactions contemplated by this AgreementArticles of Arrangement for the purpose of giving effect to the Arrangement, 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 shall provide in such notice that the other Party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within five Business Days after receipt of such notice (except that no cure period shall be provided for a breach which by its nature cannot be 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 Party of Cervus, Cervus GP and Vasogen shall give prompt notice to the other Party others of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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 Subject to the provisions of Section 7.2 and 7.3, if any of the conditions precedent precedents set forth in Sections 5.1, 5.2, 5.2 or 5.3 hereof shall not be complied with or waived by the Party or 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 whom a right to assert the whose benefit of the condition precedent is provided may, may terminate this Agreement as provided in Section 7.1 hereof; provided that, prior to the consummation filing of the transactions contemplated by this AgreementArticles of Arrangement for the purpose of giving effect to the Arrangement, 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 shall provide in such notice that the other Party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within five Business Days after receipt of such notice (except that no cure period shall be provided for a breach which by its nature cannot be 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 Party of Inner Spirit and PubCo shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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 hereunder; 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 precedent precedents set forth in Sections 5.1sections 6.1, 5.2, 6.2 or 5.3 6.3 hereof shall not be complied with or waived by the Party party or Parties for whom a right to waive such condition precedent has been provided for and parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party party for whom a right to assert the whose 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 in Section 7.1 hereof; for herein) provided that, that prior to the consummation filing of the transactions contemplated by this AgreementArticles 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, precedent and the party in breach shall provide in such notice that the other Party shall be entitled have failed to cure any such breach of a covenant or representation and warranty or other matters within five three (3) Business Days after 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 and, in no event, shall any cure period extend beyond the Outside Datecured). More than one such notice may be delivered by a Partyparty.

Notice and Effect of Failure to Comply with Conditions. (a) Each Party of WOW and ZoMedica shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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 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 precedent precedents set forth in Sections 5.16.1, 5.2, 6.2 or 5.3 6.3 hereof shall will not be complied with or waived by the Party party or Parties for whom a right to waive such condition precedent has been provided for and parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party party for whom a right to assert the whose 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 provided for in Section 7.1 hereof; 8.1 hereof provided that, that prior to the consummation filing of the transactions contemplated by this AgreementArticles of 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, precedent and shall provide in such notice that the other Party party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within five (5) Business Days after receipt of such notice (except that no cure period shall be provided for a breach which by its nature cannot be cured and, in no event, shall any cure period extend beyond the Outside Date)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 Party of the Parties shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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 precedent set forth in Sections 5.1, 5.2, 4.1 or 5.3 4.2 hereof shall not be complied with or waived by the Party or 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 whom a right to assert the whose benefit of the condition precedent is provided may, may rescind and terminate this Agreement as provided in Section 7.1 6.1 hereof; provided that, prior to the consummation filing of the transactions contemplated by this AgreementArticles of Arrangement for the purpose of giving effect to the Arrangement, 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 shall provide in such notice that the other Party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within five Business Days after receipt of such notice (except that no cure period shall be provided for a breach which by its nature cannot be 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 Party shall of Lion and Taipan will give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing Date 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 or obligations of the Parties hereunder. (b) If any of the conditions precedent set forth in Sections 5.18.1, 5.2, 8.2 or 5.3 hereof shall 8.3 are not be complied with or waived by the Party or 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 whom a right to assert the whose 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 in Section 7.1 hereof; 10.2), provided that, prior to filing the consummation Amalgamation Application for the purpose of giving effect to the transactions contemplated by this AgreementAmalgamation, 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, and shall provide the Party in such notice that the other Party shall be entitled breach will have failed to cure any such breach of a covenant or representation and warranty or other matters within five three (3) Business Days after of receipt of such written notice (except that no cure period shall will be provided for a breach which which, by its nature nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Datecured). More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each Party shall give prompt notice to the other Party Parties of the occurrence, or failure to occur, at any time from the date hereof to the 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; 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 precedent set forth in Sections 5.1, 5.2, 3.2 or 5.3 3.3 hereof shall not be complied with or waived by the Party or 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 whom a right to assert the whose 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 provided in Section 7.1 hereof; provided that, prior to the consummation of the transactions contemplated by this AgreementClosing, 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 precedentcondition or the availability of a termination right, and shall provide in as the case may be. If any such notice is delivered, provided that the other a Party shall be entitled is proceeding diligently to cure any breach such matter capable of being cured, and that has not occurred as a result of a covenant or representation and warranty or willful breach, to the satisfaction of the other matters within Party, acting reasonably, no Party may terminate this Agreement until the expiration of a period of five Business Days after from the date of receipt of such notice (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 and, in no event, shall any cure period extend beyond the Outside Datecured). More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each Party of Acquiror and Acquiree shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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 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 precedent precedents set forth in Sections 5.1sections 6.1, 5.2, 6.2 or 5.3 6.3 hereof shall not be complied with or waived by the Party party or Parties for whom a right to waive such condition precedent has been provided for and parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party party for whom a right to assert the whose 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 in Section 7.1 hereof; for herein) provided that, that prior to the consummation filing of the transactions contemplated by this AgreementArticles 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, precedent and the party in breach shall provide in such notice that the other Party shall be entitled have failed to cure any such breach of a covenant or representation and warranty or other matters within five (5) Business Days after 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 and, in no event, shall any cure period extend beyond the Outside Datecured). 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 Party of Siyata and Teslin shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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 hereunder; 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 precedent set forth in Sections 5.1, 5.2, 5.2 or 5.3 hereof shall not be complied with or waived by the Party party or Parties for whom a right to waive such condition precedent has been provided for and parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party party for whom a right to assert the whose 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 provided in Section 7.1 hereof; provided that, that prior to the consummation filing of the transactions contemplated by this Agreement, Articles of Amalgamation for the Party purpose of giving effect to the Amalgamation the 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, precedent and the party in breach shall provide in such notice that the other Party shall be entitled have failed to cure any such breach of a covenant or representation and warranty or other matters within five Business Days after 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 and, in no event, shall any cure period extend beyond the Outside Datecured). More than one such notice may be delivered by a Partyparty.

Notice and Effect of Failure to Comply with Conditions. (a) Each Party of Penn West and Petrofund shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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 precedent precedents set forth in Sections 5.16.1, 5.2, 6.2 or 5.3 6.3 hereof shall not be complied with or waived by the Party or 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 whom a right to assert the whose benefit of the condition precedent is provided may, rescind and terminate this Agreement as provided in Section 7.1 9.1 hereof; provided that, prior to the consummation filing of the transactions contemplated by this AgreementArticles of Arrangement for the purpose of giving effect to the Arrangement, 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 shall provide in such notice that the other Party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within five Business Days after receipt of such notice (except that no cure period shall be provided for a breach which by its nature cannot be 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 Party of Enerplus and Focus shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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 precedent precedents set forth in Sections 5.1, 5.2, 5.2 or 5.3 hereof shall not be complied with or waived by the Party or 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 whom a right to assert the whose benefit of the condition precedent is provided may, rescind and terminate this Agreement as provided in Section 7.1 8.1 hereof; provided that, prior to the consummation filing of the transactions contemplated by this AgreementArticles of Arrangement for the purpose of giving effect to the Arrangement, 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 shall provide in such notice that the other Party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within five Business Days after receipt of such notice (except that no cure period shall be provided for a breach which by its nature cannot be 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 Party shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the Closing Date termination of this Agreement and the Effective 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 respect; respect 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 hereunder prior to the obligations of the Parties hereunderEffective Time. (b) If any of the conditions precedent set forth in Sections 5.1, 5.2, 5.2 or 5.3 hereof shall will not be complied with satisfied or waived by the Party or 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 whom a right to assert the whose 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 provided for in Section 7.1 hereof; 8.1 hereof provided that, prior to the consummation filing of the transactions contemplated by this AgreementArticles of Arrangement, 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, precedent and shall provide in such notice that the other Party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within five (5) Business Days after receipt of such notice (except that no cure period shall be provided for a breach which by its nature cannot be cured and, in no event, shall any cure period extend beyond the Outside DateJune 15, 2012). More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each Party party shall give prompt notice to the other Party party of the occurrence, or failure to occur, at any time from the date hereof to the Closing Date 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 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 precedent set forth in Sections sections 5.1, 5.2, 5.2 or 5.3 hereof shall will not be satisfied, complied with or waived by the Party or Parties for whom a right to waive such condition precedent has been provided for and 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 whom a right to assert the whose 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 provided in Section 7.1 pursuant to section 7.1(b) hereof; provided that, prior to the consummation filing of the transactions contemplated by this AgreementArticles of Arrangement, 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; and provided, and further, that the party intending to rely thereon shall provide in such notice that the other Party party shall be entitled to cure any breach of a covenant or covenant, representation and warranty or other matters matter within five Business Days after receipt of such notice (except that no cure period shall be provided for a breach which by its nature cannot be 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.five

Notice and Effect of Failure to Comply with Conditions. ‌ (a) Each Party of CCC, on the one hand, and Orca and AcquisitionCo, on the other hand, shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof Agreement Date to the Closing 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 precedent precedents set forth in Sections 5.110.1, 5.2, 10.2 or 5.3 10.3 hereof shall not be complied with or waived by the Party or 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 whom a right to assert the whose 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 in Section 7.1 hereof; for herein) provided that, that prior to the consummation filing of the transactions contemplated by this AgreementArticles 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, precedent and the Party in breach shall provide in such notice that the other Party shall be entitled have failed to cure any such breach of a covenant or representation and warranty or other matters within five three Business Days after 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 and, in no event, shall any cure period extend beyond the Outside Datecured). More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each Party The Company, of the first part, and Parent and CaymanCo, of the second part, shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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 (i) any of the conditions precedent set forth in Sections 5.1, 5.2, 5.2 (other than Section 5.2(a)) or 5.3 hereof shall not be complied with or waived by the Party or 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 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 whom a right to assert the whose 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 provided in Section 7.1 hereof; provided that, prior to the consummation filing of the transactions contemplated by this Agreementarticles of arrangement for the purpose of giving effect to the Arrangement, 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, precedent and shall provide in such notice that provides the other Party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within five fifteen (15) Business Days after receipt to rectify the breaches before the effective date of such notice (except rescission or termination, provided that no cure period shall be provided for a breach which by its nature cannot be cured and, and in no event, 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 Party of Purchaser and PrimeWest shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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 precedent set forth in Sections 5.1, 5.2, or 5.3 hereof shall not be complied with or waived by the Party or 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 whom a right to assert the whose benefit of the condition precedent is provided may, in addition to any other remedies they may have at law or equity (as limited by this Agreement), terminate this Agreement as provided in Section 7.1 hereof; provided that, at any time prior to the consummation filing of the transactions contemplated by this Agreement, Articles of Arrangement for the purpose of giving effect to the 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 precedentprecedent (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 Sections and are provided may terminate this Agreement at such time prior to the Effective Time if there shall have been a breach of representations, warranties, covenants or other agreements related to such condition which, individually or in the aggregate, would result in, if continuing or occurring at the Effective Time, the failure of such condition, and shall provide in which is not cured within the earlier of the Outside Date or 30 days following written notice to the party committing such notice that the other Party shall be entitled to cure any breach of a covenant breach, or representation and warranty or other matters within five Business Days after receipt of such notice (except that no cure period shall be provided for a breach which by its nature cannot be cured andwithin 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 eventParty 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, shall any cure period extend beyond or the Outside Date)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 Party of Fulcrum and xXxxxx shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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 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 precedent precedents set forth in Sections 5.1, 5.2, 5.2 or 5.3 hereof shall not be complied with or waived by the Party party or Parties for whom a right to waive such condition precedent has been provided for and parties for whose benefit such conditions are provided on or before the date required for the performance thereof, then a Party party for whom a right to assert the whose 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 provided in Section 7.1 hereof; provided that, that prior to the consummation filing of the transactions contemplated by this AgreementArticles 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, precedent and the party in breach shall provide in such notice that the other Party shall be entitled have failed to cure any such breach of a covenant or representation and warranty or other matters within five Business Days after receipt of such notice (except that no cure period shall be provided for a breach which by its nature cannot be 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.three

Notice and Effect of Failure to Comply with Conditions. (a) Each Party of Gamehost and Onco US shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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; 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 precedent precedents set forth in Sections 5.1, 5.2, 5.2 or 5.3 hereof shall not be complied with or waived by the Party or 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 whom a right to assert the whose benefit of the condition precedent is provided may, may terminate this Agreement as provided in Section 7.1 hereof; provided that, prior to the consummation filing of the transactions contemplated by this AgreementArticles of Arrangement for the purpose of giving effect to the Arrangement, 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 shall provide in such notice that the other Party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within five Business Days after receipt of such notice (except that no cure period shall be provided for a breach which by its nature cannot be 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 Party shall of Naked and SBH will give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof to the Closing 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; , 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 precedent set forth in Sections 5.18.1, 5.2, 8.2 or 5.3 hereof shall 8.3 are not be complied with or waived by the Party or 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 whom a right to assert the whose 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 in Section 7.1 hereof; 10.2), provided that, prior to filing the consummation Articles of Merger for the transactions contemplated by this Agreementpurpose of giving effect to the Merger, 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, and shall provide the Party or Parties in such notice that the other Party shall be entitled breach will have failed to cure any such breach of a covenant or representation and warranty or other matters within five three (3) Business Days after of receipt of such written notice (except that no cure period shall will be provided for a breach which which, by its nature nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Datecured). More than one such notice may be delivered by a Party.

Notice and Effect of Failure to Comply with Conditions. (a) Each Party shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof Agreement Date to the 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; , 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 precedent set forth in Sections 5.1, 5.2, or 5.3 hereof shall not be complied with or waived by the Party or 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 whom a right to assert the benefit of the condition precedent is provided may, terminate this Agreement as provided in Section 7.1 hereof; provided that, prior to the consummation of the transactions contemplated by this AgreementTransactions, 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 shall provide in such notice that the other Party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within five Business Days after receipt of such notice (except that no cure period shall be provided for a breach which by its nature cannot be cured and, and in no event, event shall any cure period extend beyond the Outside Date). More than one such notice may be delivered by a Party.