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) During the period commencing on the date of this Agreement and continuing until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with the terms hereof, each Party shall give prompt notice to the Other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would reasonably be likely to: (i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time; or (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder. (b) Notifications provided under this Section 5.4 will not diminish the scope of the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (c) The Purchaser Parties may not exercise their right to terminate this Agreement pursuant to Subsection 8.2(c)(ii), and STEP may not exercise its right to terminate this Agreement pursuant to Subsection 8.2(d), unless the Party seeking to terminate the Agreement (the "Terminating Party") has delivered a written notice (the "Termination Notice") to the Other Party (the "Breaching Party") specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for the termination right. If any such Termination Notice is delivered, provided that the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (it being agreed that matters arising out of any fraudulent act or an act undertaken by the Breaching Party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a breach of this Agreement, are not capable of being cured), the Terminating Party may not exercise such termination right until the earlier of: (i) the Outside Date; and (ii) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the STEP Meeting, unless the Parties agree otherwise, STEP shall postpone or adjourn the STEP Meeting to the earlier of: (i) three Business Days prior to the Outside Date; and (ii) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party.‌

Notice and Effect of Failure to Comply with Conditions. ‌ (a) During the period commencing on the date of this Agreement and continuing until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with the terms hereof, each Each Party shall give prompt notice to the Other Party other of the occurrence, or failure to occur, occur of any event or state of facts which occurrence or failure would, or would reasonably be likely to: (i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect at any time from on the date of this Agreement to 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 hereunderhereunder prior to or at the Effective Time. (b) Notifications provided under this Section 5.4 will not diminish the scope of the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (c) The Purchaser Parties Glacier may not exercise their its right to terminate this Agreement pursuant to Subsection 8.2(c)(ii), and STEP GVIC may not exercise its right to terminate this Agreement pursuant to Subsection 8.2(d8.2(d)(i), unless the Party seeking to terminate the Agreement (the "“Terminating Party"”) has delivered a written notice (the "“Termination Notice"”) to the Other other Party (the "“Breaching Party"”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for the termination right. If any such Termination Notice is delivered, provided that the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (it being agreed that matters arising out of any fraudulent act or an act undertaken by the Breaching Party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a breach of this Agreement, are not capable of being cured), the Terminating Party may not exercise such termination right until the earlier of: (ia) the Outside Date; , and (iib) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the STEP GVIC Meeting, unless the Parties agree otherwise, STEP GVIC shall postpone or adjourn the STEP GVIC Meeting to the earlier of: of (ia) three Business Days prior to the Outside Date; Date and (iib) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party.‌Party.

Notice and Effect of Failure to Comply with Conditions. ‌ (a) During the period commencing on the date of this Agreement and continuing until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with the terms hereof, each Each Party shall give prompt notice to the Other Party other of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would reasonably be likely to: (i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect at any time from on the date of this Agreement to 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 hereunderhereunder prior to or at the Effective Time. (b) Notifications provided under this Section 5.4 will not diminish the scope of the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (c) The Purchaser Parties TransAlta may not exercise their its right to terminate this Agreement pursuant to Subsection 8.2(c)(ii), and STEP Renewables may not exercise its right to terminate this Agreement pursuant to Subsection 8.2(d8.2(d)(i), unless the Party seeking to terminate the Agreement (the "“Terminating Party"”) has delivered a written notice (the "“Termination Notice"”) to the Other Party (the "“Breaching Party"”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for the termination right. If any such Termination Notice is delivered, provided that the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (it being agreed that matters arising out of any fraudulent act or an act undertaken by the Breaching Party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a breach of this Agreement, are not capable of being cured), the Terminating Party may not exercise such termination right until the earlier of: (i) the Outside Date; and (ii) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the STEP Renewables Meeting, unless the Parties agree otherwise, STEP Renewables shall postpone or adjourn the STEP Renewables Meeting to the earlier of: (i) three Business Days prior to the Outside Date; and (ii) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party.‌Party. (c) Notwithstanding anything else contained herein, TransAlta shall not be entitled to exercise any right under this Agreement or claim a remedy available to it hereunder as a result of, or in relation to, TransAlta failing to take any action required by it in its capacity as the manager pursuant to the Management Services Agreement.

Notice and Effect of Failure to Comply with Conditions. ‌ (a) During the period commencing on the date Each of this Agreement Purchaser and continuing until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with the terms hereof, each Party Company shall give prompt notice to the Other Party other of the occurrence, or failure to occur, at any time from the date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would reasonably be likely to: : (i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Timerespect; 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 either Party hereunder. (b) Notifications provided under this Section 5.4 ; provided, however, that no such notification will not diminish affect the scope of the representations, warranties, covenants, agreements representations or obligations warranties of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (c) The hereunder. Purchaser Parties may not exercise their right to terminate this Agreement pursuant to Subsection 8.2(c)(ii), and STEP may not exercise its right to terminate this Agreement pursuant to Subsection 8.2(dSection 8.1(a)(v), and Company may not exercise its right to terminate this Agreement pursuant to Section 8.1(a)(vi), unless the Party seeking to terminate the Agreement (the "Terminating Party") has delivered a written notice (the "Termination Notice") to the Other other Party (the "Breaching Party") specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for the termination right. If any such Termination Notice notice is delivered, provided that that, the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (it being agreed that matters arising out of any fraudulent act or an act undertaken by the Breaching Party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a breach of this Agreement, are not capable of being cured)Date, the Terminating Party seeking to terminate may not exercise such termination right until the earlier of: (ia) the Outside Date; and (iib) the date that is 10 ten Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the STEP Company Meeting, unless the Parties agree otherwise, STEP Company shall postpone or adjourn the STEP Company Meeting to the earlier of: (ia) three Business Days prior to the Outside Date; and (iib) the date that is 10 ten Business Days following receipt of such Termination Notice by the Breaching Party.‌Party.

Notice and Effect of Failure to Comply with Conditions. ‌ (a) During the period commencing on the date of this Agreement and continuing until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with the terms hereof, each Each Party shall give prompt notice to the Other Party other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts which occurrence or failure would, or would reasonably be likely to: : (i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect at any time from on the date of this Agreement to hereof or at the Effective Time; 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 hereunderhereunder prior to the Effective Time. (b) Notifications provided under this Section 5.4 will not diminish the scope of affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (c) The Purchaser Parties may not exercise their right elect to terminate this Agreement pursuant to Subsection 8.2(c)(ii), and STEP may not exercise its right to terminate this Agreement pursuant to Subsection 8.2(dSection 7.1(d)(i) and Patch may not elect to exercise its right to terminate this Agreement pursuant to Section 7.1(c)(i), unless the Party seeking to terminate the Agreement (the "“Terminating Party"”) has delivered a written notice (the "“Termination Notice"”) to the Other other Party (the "“Breaching Party"”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for the termination righttermination. If any such After delivering a Termination Notice is deliveredNotice, provided that the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (it with any intentional breach being agreed that matters arising out of any fraudulent act or an act undertaken by the Breaching Party with the actual knowledge that the taking of such act would, or would deemed to be reasonably expected to, cause a breach of this Agreement, are not capable of being curedincurable), the Terminating Party may not exercise such termination right until the earlier of: (i) the Outside Date; and (ii) if such matter has not been cured by the date that is 10 seven Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the STEP Patch Meeting, unless the Parties agree otherwise, STEP shall Patch shall, to the extent permitted by Applicable Laws, postpone or adjourn the STEP Patch Meeting to the earlier of: (i) three Business Days prior to the Outside Date; and (ii) the date that is 10 seven Business Days following receipt of such Termination Notice by the Breaching Party.‌Party.

Notice and Effect of Failure to Comply with Conditions. ‌ (a) During the period commencing on the date of this Agreement and continuing until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with the terms hereof, each Each Party shall give prompt notice to the Other Party other of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Agreement and the Effective Time, of any event or state of facts which occurrence or failure would, or would reasonably be likely to: : (i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect at any time from on the date of this Agreement to hereof or at the Effective Time; 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 hereunderhereunder prior to the Effective Time. (b) Notifications provided under this Section 5.4 will not diminish the scope of affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (c) The Purchaser Parties may not exercise their right elect to terminate this Agreement pursuant to Subsection 8.2(c)(ii), and STEP may not exercise its right to terminate this Agreement pursuant to Subsection 8.2(dSection 7.1(d)(i) and Petroamerica may not elect to exercise its right to terminate this Agreement pursuant to Section 7.1(c)(i), unless the Party seeking to terminate the Agreement (the "“Terminating Party"”) has delivered a written notice (the "“Termination Notice"”) to the Other other Party (the "“Breaching Party"”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for the termination righttermination. If any such After delivering a Termination Notice is deliveredNotice, provided that the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (it with any intentional breach being agreed that matters arising out of any fraudulent act or an act undertaken by the Breaching Party with the actual knowledge that the taking of such act would, or would deemed to be reasonably expected to, cause a breach of this Agreement, are not capable of being curedincurable), the Terminating Party may not exercise such termination right until the earlier of: (i) the Outside Date; and (ii) if such matter has not been cured by the date that is 10 seven Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the STEP Petroamerica Meeting, unless the Parties agree otherwise, STEP shall Petroamerica shall, to the extent permitted by Applicable Laws, postpone or adjourn the STEP Petroamerica Meeting to the earlier of: (i) three five Business Days prior to the Outside Date; and (ii) the date that is 10 seven Business Days following receipt of such Termination Notice by the Breaching Party.‌Party.

Notice and Effect of Failure to Comply with Conditions. ‌ (a) During the period commencing on the date of this Agreement and continuing until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with the terms hereof, each Each Party shall give prompt notice to the Other Party other of the occurrence, or failure to occur, occur of any event or state of facts which occurrence or failure would, or would reasonably be likely to: (i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect at any time from on the date of this Agreement to 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 hereunderhereunder prior to or at the Effective Time. (b) Notifications provided under this Section 5.4 will not diminish the scope of the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement. (c) The Purchaser Parties Enbridge may not exercise their its right to terminate this Agreement pursuant to Subsection 8.2(c)(ii), and STEP ENF may not exercise its right to terminate this Agreement pursuant to Subsection 8.2(d8.2(d)(i), unless the Party seeking to terminate the Agreement (the "“Terminating Party"”) has delivered a written notice (the "“Termination Notice"”) to the Other other Party (the "“Breaching Party"”) specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Terminating Party asserts as the basis for the termination right. If any such Termination Notice is delivered, provided that the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (it being agreed that matters arising out of any fraudulent act or an act undertaken by the Breaching Party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a breach of this Agreement, are not capable of being cured), the Terminating Party may not exercise such termination right until the earlier of: of (ia) the Outside Date; , and (iib) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party, if such matter has not been cured by such date. If the Terminating Party delivers a Termination Notice prior to the date of the STEP ENF Meeting, unless the Parties agree otherwise, STEP ENF shall postpone or adjourn the STEP ENF Meeting to the earlier of: of (ia) three Business Days prior to the Outside Date; Date and (iib) the date that is 10 Business Days following receipt of such Termination Notice by the Breaching Party.‌Party. (c) Notwithstanding anything else contained herein, Enbridge shall not be entitled to exercise any right under this Agreement or claim a remedy available to it hereunder as a result of, or in relation to, Enbridge Management Services Inc. failing to take any action required by it in its capacity as the manager pursuant to the Management and Administrative Services Agreement dated December 17, 2010 between ENF and Enbridge Management Services Inc.