Common use of Purchaser Damages Clause in Contracts

Purchaser Damages. If at any time after the execution and delivery of this Agreement and prior to the termination of this Agreement: (a) the board of directors of Pure: (i) fails to make any of the recommendations or determinations required to be made by it in Section 2.2(c); (ii) withdraws, or modifies, changes or qualifies in a manner adverse to Purchaser any of the recommendations or determinations required to be made by it in Section 2.2(c); (iii) fails to publicly reaffirm any of its recommendations or determinations referred to in Section 2.2(c) in the manner and within the time period set out in Section 3.4(e); or (iv) resolves or publicly proposes to do any of the foregoing; (b) a bona fide Acquisition Proposal (or a bona fide intention to make one) is publicly announced, proposed, offered or made to Pure, the Pure Shareholders or the board of directors of Pure prior to the date of the Pure Meeting, and the Pure Shareholders do not approve the Arrangement Resolution and such Acquisition Proposal, an amended version thereof or any other Acquisition Proposal is consummated within twelve months of the date of termination of this Agreement; (c) the board of directors of Pure (or any committee thereof) accepts, recommends, approves, agrees to, endorses or enters into, or proposes publicly to accept, recommend, approve, agree to, endorse or enter into an agreement to implement a Superior Proposal in compliance with Section 3.4; (d) Pure breaches any of the covenants made by it in this Agreement, which breach, individually or in the aggregate, would or would reasonably be expected to result in a material adverse change, or to have a material adverse effect, in respect of Pure or would or would reasonably be expected to materially delay, impede or prevent the consummation of the Arrangement, provided that Purchaser shall have given Pure written notice of, and five Business Days to cure, any such breach and such breach shall not have been cured (except that no cure period shall be provided for a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Date); or (e) Pure breaches any of the representations or warranties made by it in this Agreement, which breach, individually or in the aggregate, would or would reasonably be expected to result in a material adverse change, or to have a material adverse effect, in respect of Pure or would or would reasonably be expected to materially delay, impede or prevent the consummation of the Arrangement, provided that Purchaser shall have given Pure written notice of, and five Business Days to cure, any such breach and such breach shall not have been cured (except that no cure period shall be provided for a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Date), (each of the above hereinafter referred to as a “Purchaser Damages Event”) Pure shall, in the event of the termination of this Agreement pursuant to Section 8.1, pay to Purchaser the Purchaser Termination Fee, as liquidated damages, in immediately available funds, to an account designated by Purchaser, within five Business Days after the occurrence of the first Purchaser Damages Event, and after the occurrence of such Purchaser Damages Event, but prior to payment of the Purchaser Termination Fee, Pure shall be deemed to hold an amount equal to the Purchaser Termination Fee in trust for Purchaser. Pure shall only be obligated to pay one Purchaser Termination Fee pursuant to this Section 6.1. For greater certainty, provided that an event under Section 6.1 has not occurred, the occurrence of other events, including, but not limited to, the failure to satisfy the mutual conditions to close relating to HSR Approval under Section 5.1(e), and other Regulatory Approvals under Section 5.1(f), shall not result in a Purchaser Damages Event, unless the failure to satisfy such conditions was a result of a breach of any of the covenants or representations made by Pure in this Agreement, which breach, individually or in the aggregate, would or would reasonably be expected to be the cause of the non-satisfaction of such conditions such that a Purchaser Damages Event would thereby have occurred pursuant to Section 6.1(d) or Section 6.1(e), as applicable.

Purchaser Damages. If at any time after the execution and delivery of this Agreement and prior to the termination of this Agreement: (a) 8.30.1 the Vendor board of directors of Pure: (i) fails to make any of the recommendations has withdrawn, modified, qualified or determinations required to be made by it in Section 2.2(c); (ii) withdraws, or modifies, changes or qualifies in a manner adverse to Purchaser any of the recommendations or determinations required to be made by it in Section 2.2(c); (iii) fails to publicly reaffirm changed any of its recommendations or determinations referred to in Section 2.2(c) 8.1.2 in the a manner and within the time period set out in Section 3.4(e); adverse to S&N or (iv) resolves or publicly proposes shall have resolved to do so prior to the Closing Date or has failed to publicly reconfirm any such recommendation upon the request of S&N prior to the foregoing;earlier of ten days following such request or 72 hours prior to the Meeting; or (b) 8.30.2 a bona fide Acquisition Proposal (has been publicly announced or a bona fide intention to make one) is publicly announced, proposed, offered or made to Pure, the Pure Shareholders Vendor or the board of directors of Pure Vendor Shareholders prior to the date of the Pure Meeting, Meeting and the Pure Vendor Shareholders do not approve the Arrangement Special Resolution and such Acquisition Proposal, an amended version thereof or any other Acquisition Proposal the Special Resolution is consummated within twelve months of the date of termination of this Agreementnot submitted for their approval; (c) 8.30.3 the Vendor board of directors of Pure (or any committee thereof) accepts, recommends, approves, agrees to, endorses approves or enters into, or proposes publicly to accept, recommend, approve, agree to, endorse or enter into an agreement to implement a Superior Proposal in compliance with Section 3.4;Proposal; or (d) Pure 8.30.4 the Vendor breaches any of Sections 8.1.1, 8.1.2, 8.1.3 or 8.29 and S&N gives notice to the covenants made Vendor that it does not intend to complete the transaction contemplated by it in this Agreement, which Agreement as a result of such breach, individually or in the aggregate, would or would reasonably be expected to result in a material adverse change, or to have a material adverse effect, in respect of Pure or would or would reasonably be expected to materially delay, impede or prevent the consummation of the Arrangement, provided that Purchaser shall have given Pure written notice of, and five Business Days to cure, any such breach and such breach shall not have been cured (except that no cure period shall be provided for a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Date); or (e) Pure breaches any of the representations or warranties made by it in this Agreement, which breach, individually or in the aggregate, would or would reasonably be expected to result in a material adverse change, or to have a material adverse effect, in respect of Pure or would or would reasonably be expected to materially delay, impede or prevent the consummation of the Arrangement, provided that Purchaser shall have given Pure written notice of, and five Business Days to cure, any such breach and such breach shall not have been cured (except that no cure period shall be provided for a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Date), (each of the above hereinafter referred to as being a “Purchaser Damages Event”) Pure shall), then in the event of the termination of this Agreement pursuant to Section 8.112.1.5, the Vendor shall pay to Purchaser S&N the Purchaser Termination Fee, as liquidated damages, amount of $1,050,000 in immediately available funds, funds to an account designated by Purchaser, S&N within five two Business Days after the occurrence notice of the first Purchaser Damages Eventtermination of this Agreement has been delivered, and and, after the occurrence of such Purchaser Damages Event, event but prior to payment of such amount, the Purchaser Termination Fee, Pure Vendor shall be deemed to hold an amount equal to the Purchaser Termination Fee such funds in trust for Purchaser. Pure S&N. Such amount shall only constitute liquidated damages, and, upon payment in full of such amount to S&N, subject to Section 8.31, S&N shall be obligated precluded from any other remedy against the Vendor or the Subsidiary, at law or in equity or otherwise, and S&N shall not seek to pay one Purchaser Termination Fee pursuant to this Section 6.1. For greater certaintyobtain any recovery, provided that an event under Section 6.1 has not occurredjudgment or damages of any kind, including consequential, indirect or punitive damages, against the Vendor, the occurrence of other events, including, but not limited to, the failure to satisfy the mutual conditions to close relating to HSR Approval under Section 5.1(e), and other Regulatory Approvals under Section 5.1(f), shall not result in a Purchaser Damages Event, unless the failure to satisfy such conditions was a result of a breach of Subsidiary or any of their respective directors, officers, employees, partners, managers, members, shareholders or Affiliates in connection with this Agreement or the covenants or representations made by Pure in this Agreement, transactions contemplated hereby. The making of the Acquisition Proposal which breach, individually or results in the aggregate, would or would reasonably be expected to be the cause of the non-satisfaction of such conditions such that a Purchaser Damages Event would thereby have occurred pursuant shall not give S&N the right to Section 6.1(d) exercise its right of first offer or Section 6.1(e), as applicableright of first refusal contained in the Prior Supply Agreement in respect of such Acquisition Proposal.

Purchaser Damages. If If, at any time after the execution and delivery of this Agreement and prior to its termination (and provided that the termination Purchaser is not in default of any of its material obligations under this AgreementAgreement and that none of the representations or warranties of the Purchaser set out in this Agreement is incorrect (in any material respect in cases where such representations and warranties are not already subject to a materiality qualifier)), one of the following events (each a “Purchaser Damages Event”) occurs: (a) the board of directors of Pure: (i) fails to make any of the recommendations or determinations required to be made by it in Section 2.2(c); (ii) Board withdraws, or modifiesamends, changes or qualifies qualifies, or proposes publicly to withdraw, amend, change or qualify, in a any manner adverse to Purchaser any of the recommendations or determinations required to be made by it in Section 2.2(c); (iii) fails to publicly reaffirm Purchaser, any of its recommendations or determinations referred to in Section 2.2(c) in the manner and within the time period set out in Section 3.4(e4.2(hh); or (iv) resolves or publicly proposes to do any of the foregoing; (b) a any bona fide Acquisition Proposal for the Trust Units is publicly announced or commenced, and the Board shall have failed to publicly reaffirm and maintain its recommendations or determinations referred to in Section 4.2(hh) within 3 days after the public announcement or commencement of any such Acquisition Proposal; (c) the Board shall have recommended that Unitholders deposit their Trust Units under, vote in favour of, or otherwise accept, an Acquisition Proposal; (d) Harvest shall have entered into any agreement with any person with respect to an Acquisition Proposal prior to completion of the Arrangement, excluding a bona fide intention to make oneconfidentiality agreement entered into in compliance with Section 3.4; (e) an Acquisition Proposal is publicly announced, proposed, offered or made to Pure, the Pure Shareholders Harvest or the board of directors of Pure prior to Unitholders by any person (other than the date Purchaser or an affiliate of the Pure Meeting, and the Pure Shareholders do not approve the Arrangement Resolution Purchaser) and such Acquisition Proposal, an amended version thereof or any other Acquisition Proposal involving Harvest is consummated within or a definitive agreement relating to any such Acquisition Proposal is entered into or agreed to by Harvest before the expiry of twelve months of following the date of the termination of this Agreement; (cf) Harvest shall have breached this Agreement in any material respect and failed to cure such breach within five business days of being notified by the board of directors of Pure (or any committee thereof) accepts, recommends, approves, agrees to, endorses or enters into, or proposes publicly to accept, recommend, approve, agree to, endorse or enter into an agreement to implement a Superior Proposal in compliance with Section 3.4; (d) Pure breaches any Purchaser of the covenants made by it in this Agreement, which breach, individually or in the aggregate, would or would reasonably be expected to result in a material adverse change, or to have a material adverse effect, in respect of Pure or would or would reasonably be expected to materially delay, impede or prevent the consummation of the Arrangement, provided that Purchaser shall have given Pure written notice of, and five Business Days to cure, any such breach and such breach shall not have been cured (except that no cure period shall be provided for a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Date); or (e) Pure breaches any of the representations or warranties made by it in this Agreement, which breach, individually or in the aggregate, would or would reasonably be expected to result in a material adverse change, or to have a material adverse effect, in respect of Pure or would or would reasonably be expected to materially delay, impede or prevent the consummation of the Arrangement, provided that Purchaser shall have given Pure written notice of, and five Business Days to cure, any such breach and such breach shall not have been cured (except that no cure period shall be provided for a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Date), (each of the above hereinafter referred to as a “Purchaser Damages Event”) Pure shall, then in the event of the termination of this Agreement pursuant to Section 8.1, Harvest shall pay to the Purchaser (or as the Purchaser may direct in writing) the amount of $10 million if the event listed in Section 6.1(f) occurs and the amount of $100 million if any of the other listed events occurs (the “Purchaser Termination Fee, ”) as liquidated damages, damages in immediately available funds, funds to an account designated by the Purchaser, within five Business Days after . On the occurrence date of the first Purchaser Damages Event, and after the occurrence earliest of such Purchaser Damages Event, but prior to payment any of the Purchaser Termination Feeevents specified in Sections 6.1(a) to (f), Pure Harvest shall be deemed to hold an such amount equal to the Purchaser Termination Fee in trust for the Purchaser. Pure shall only be obligated to pay one Purchaser Termination Fee pursuant to this Section 6.1. For greater certainty, provided In the event that an event under Section 6.1 has not occurredAcquisition Proposal is publicly announced, the occurrence proposed, offered or made to holders of other events, including, but not limited to, the failure to satisfy the mutual conditions to close relating to HSR Approval under Section 5.1(e), and other Regulatory Approvals under Section 5.1(f), shall not result in a Purchaser Damages Event, unless the failure to satisfy such conditions was a result of a breach of any of the covenants or representations made Trust Units as contemplated by Pure in this Agreement, which breach, individually or in the aggregate, would or would reasonably be expected to be the cause of the non-satisfaction of such conditions such that a Purchaser Damages Event would thereby have occurred pursuant to Section 6.1(d) or Section 6.1(e), Harvest agrees to deliver to the Purchaser, at least 3 Business Days prior to the scheduled expiry of such Acquisition Proposal, an irrevocable letter of credit, in form satisfactory to the Purchaser, acting reasonably, drawable within one Business Day after the Purchaser shall have delivered to the issuing party a written certificate confirming the occurrence of an event specified in Section 6.1(e) or such other form of security as applicableis satisfactory to the Purchaser, acting reasonably. Any payment pursuant to Section 6.1 shall be without prejudice to the rights or remedies available to the Purchaser upon the breach of any provision of this Agreement. For the purposes of Section 6.1(b), an announcement by the Board that it does not have all the information necessary to properly evaluate the Acquisition Proposal and accordingly is reaffirming and maintaining its recommendation of the Arrangement pending receipt and analysis of additional information shall not constitute an event within the ambit of Section 6.1(b) hereof or trigger any obligations to make the payment contemplated by this Section, provided that the Board, not less than five days before the anticipated Effective Date, publicly reaffirms and maintains its recommendation of the Arrangement as set forth in Section4.2(hh) to holders of Trust Units without the foregoing qualification in respect of receipt and analysis of additional information relating to the Acquisition Proposal.

Purchaser Damages. If at any time after the execution and delivery of this Agreement and prior to the termination of this Agreement: (a) the PrimeWest Board of Directors has (or any committee of such board of directors has taken any action which if taken by the full board of Pure: directors would have): (i) fails withdrawn, changed or qualified or failed to make any of include in the recommendations or determinations required to be made by it in Section 2.2(c); (ii) withdraws, or modifies, changes or qualifies in a manner adverse to Purchaser any of the recommendations or determinations required to be made by it in Section 2.2(c); (iii) fails to publicly reaffirm Information Circular any of its recommendations or determinations referred to in Section 2.2(c) and in a manner adverse to Purchaser or shall have resolved to do so prior to the manner and within the time period set out in Section 3.4(e); Effective Date, or (ivii) resolves upon being given reasonable notice by Purchaser in writing, failed to issue a press release no later than 5 Business Days prior to the Meeting (or such later time prior to the Meeting as Purchaser may request) reaffirming its recommendation of the Arrangement and the Special Resolution, or (iii) PrimeWest or its Board of Directors or any committee thereof shall authorize or publicly proposes to do propose any of the foregoing; (b) a bona fide an Acquisition Proposal (or a bona fide intention to make one) is has been publicly announced, or is proposed, offered or made to PurePrimeWest, OpCo or any of the Pure Shareholders or the board of directors of Pure PrimeWest Securityholders prior to the date of the Pure Meeting, and the Pure Shareholders PrimeWest Securityholders do not approve the Arrangement Resolution or the Arrangement is not submitted for their approval and such Acquisition Proposal, an amended version thereof or any other agreement with respect to any Acquisition Proposal is consummated entered into, or the transaction relating to any Acquisition Proposal is completed within twelve 12 months of following the date of termination the Meeting or if the Meeting is not held, the initially announced date of this Agreementthe Meeting; (c) PrimeWest or the board PrimeWest Board of directors of Pure (Directors or any committee thereof) thereof accepts, recommends, approves, agrees to, endorses approves or enters into, or proposes publicly to accept, recommend, approve, agree to, endorse or enter into an agreement, understanding, letter of intent or agreement in principle to implement a Superior Proposal in compliance with Section 3.4;Proposal; or (d) Pure either PrimeWest or OpCo breaches any of the its representations, warranties or covenants made by it in this Agreement, Agreement which breach, breach individually or in the aggregate, would aggregate causes or would reasonably be expected to result in cause a material adverse changeMaterial Adverse Change or materially impedes the completion of the Arrangement (any breach by PrimeWest or OpCo of Sections , , , , , or to be deemed conclusively to have a material adverse effect, in respect of Pure or would or would reasonably be expected to materially delay, impede or prevent impeded the consummation completion of the Arrangement, provided that Purchaser shall have given Pure written notice of, and five Business Days to cure, any such breach ) and such breach shall other than with respect to the provisions listed in the foregoing parentheses, if curable, has not have been cured (except that no cure period shall be provided for a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Date); or (e) Pure breaches any within 10 Business Days after PrimeWest first becomes aware of the representations or warranties made by it in this Agreement, which such breach, individually or in and Purchaser gives notice to PrimeWest and OpCo that it does not intend to complete the aggregate, would or would reasonably be expected to Arrangement as a result in a material adverse change, or to have a material adverse effect, in respect of Pure or would or would reasonably be expected to materially delay, impede or prevent the consummation of the Arrangement, provided that Purchaser shall have given Pure written notice of, and five Business Days to cure, any such breach and such breach shall not have been cured (except that no cure period shall be provided for a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Date), breach; (each of the above hereinafter referred to as being a “"Purchaser Damages Event”) Pure shall"), then in the event of the termination of this Agreement pursuant to Section 8.1, PrimeWest shall pay to Purchaser the Purchaser Termination Fee, as liquidated damages, sum of $75,000,000 in immediately available funds, funds to an account designated by Purchaser, Purchaser within five one Business Days Day after the occurrence first to occur of the first Purchaser Damages Eventevents described above, and and, after the occurrence of such Purchaser Damages Event, event but prior to payment of the Purchaser Termination Feesuch amount, Pure PrimeWest shall be deemed to hold an amount equal to the Purchaser Termination Fee such funds in trust for Purchaser. Pure Such amount shall only constitute liquidated damages, and, upon payment in full of such amount to Purchaser, subject to Section Purchaser shall be obligated to pay one Purchaser Termination Fee pursuant to this Section 6.1. For greater certaintyprecluded from any other remedy against PrimeWest or OpCo, provided that an event under Section 6.1 has not occurred, the occurrence of other events, including, but not limited to, the failure to satisfy the mutual conditions to close relating to HSR Approval under Section 5.1(e)at law or in equity or otherwise, and other Regulatory Approvals under Section 5.1(f), Purchaser shall not result in a Purchaser Damages Eventseek to obtain any recovery, unless the failure to satisfy such conditions was a result judgment or damages of a breach of any kind, including consequential, indirect or punitive damages, against PrimeWest, OpCo, any of the covenants other PrimeWest Subsidiaries or representations any of their respective directors, officers, employees, partners, managers, members, shareholders or Affiliates in connection with this Agreement or the transactions contemplated hereby. In the event an Acquisition Proposal is publicly announced or is proposed, offered or made by Pure in this Agreementto PrimeWest, which breach, individually OpCo or in the aggregate, would or would reasonably be expected to be the cause any of the non-satisfaction PrimeWest Securityholders prior to the date of such conditions such that the Meeting and the PrimeWest Securityholders do not approve the Arrangement or the Arrangement is not submitted for their approval (the "Expenses Event"), PrimeWest shall (unless a Purchaser Damages Event would thereby under Section 6.1(a), (b) or (c) shall have occurred occurred) pay to Purchaser the sum of $10,000,000 in immediately available funds to an account designated by Purchaser within one Business Day after the first to occur of the date of the Meeting and, if the Meeting is not held, the initially announced date of the Meeting, and, after such event but prior to payment of such amount, PrimeWest shall be deemed to hold such funds in trust for Purchaser. If, pursuant to Section 6.1(d) or Section 6.1(e6.1(b), as applicablea Purchaser Damages Event occurs subsequent to an Expenses Event, the payment made in respect of the Expenses Event shall be credited against the payment required for Purchaser Damages Event.

Purchaser Damages. If at any time after the execution and delivery of this Agreement and prior to the termination of this Agreement: (a) the board of directors of PureCompany: (i) fails to make any of the recommendations Company Board Recommendation, including in any press release contemplated by Section 10.4 that is issued by Company with respect to this Agreement or determinations the Arrangement or as otherwise required to be made by it in Section 2.2(c)this Agreement; (ii) withdraws, or modifiesamends, changes or qualifies qualifies, or proposes publicly to withdraw, amend, change or qualify, any of the Company Board Recommendation in a manner adverse to Purchaser (it being understood that the taking of a neutral position or no position with respect to an announced Acquisition Proposal beyond the earlier of a period of two Business Days following such announcement or the date which is the day prior to the date proxies in respect of the Company Meeting must be deposited shall be considered an adverse modification to such recommendation); or (iii) resolves to do any of the recommendations or determinations required foregoing, and this Agreement is terminated in accordance with Section 8.1(a)(vii); (b) the Company Board shall have failed to be made by it in Section 2.2(c); (iii) fails to reaffirm publicly reaffirm any of its recommendations or determinations referred to in Section 2.2(cthe Company Board Recommendation: (A) in the manner and within the time period set out in Section 3.4(e6.1(d); or (ivB) resolves or publicly proposes within five Business Days after having been requested to do any of the foregoingso by Purchaser, and this Agreement is terminated in accordance with Section 8.1(a)(vii); (bc) a bona fide this Agreement is terminated by either Party pursuant to Section 8.1(a)(ii) or Section 8.1(a)(iv) or by Purchaser (prior to the Company Meeting and due to wilful breach) pursuant to Section 8.1(a)(v), and in each case prior to such termination an Acquisition Proposal (or a bona fide an intention to make onean Acquisition Proposal) is or has been publicly announced, proposed, disclosed, offered or made to Pureby any Person (other than Purchaser or its affiliates) and, the Pure Shareholders or the board of directors of Pure prior to within 12 months following the date of such termination: (i) the Pure Meeting, and the Pure Shareholders do Company Board recommends any Acquisition Proposal which is subsequently consummated at any time thereafter (whether or not approve the Arrangement Resolution and within such 12-month period); (ii) Company enters into a binding definitive agreement in respect of any Acquisition Proposal, an amended version thereof Proposal which is subsequently consummated at any time thereafter (whether or not within such 12-month period); or (iii) any other Acquisition Proposal is consummated within twelve months of the date of termination of this Agreementconsummated; (cd) the board of directors of Pure Company Board (or any committee thereof) accepts, recommends, approves, agrees to, endorses approves or enters into, or proposes publicly to accept, recommend, approve, agree to, endorse approve or enter into into, an agreement agreement, understanding or letter of intent to implement a Superior Proposal in compliance with and this Agreement is terminated pursuant to Section 3.4; (d) Pure breaches any of the covenants made by it in this Agreement, which breach, individually or in the aggregate, would or would reasonably be expected to result in a material adverse change, or to have a material adverse effect, in respect of Pure or would or would reasonably be expected to materially delay, impede or prevent the consummation of the Arrangement, provided that Purchaser shall have given Pure written notice of, and five Business Days to cure, any such breach and such breach shall not have been cured (except that no cure period shall be provided for a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Date8.1(a)(viii); or (e) Pure Company breaches any of the representations or warranties made by it its obligations under Article 6 in any material respect and this Agreement, which breach, individually or in the aggregate, would or would reasonably be expected Agreement is terminated pursuant to result in a material adverse change, or to have a material adverse effect, in respect of Pure or would or would reasonably be expected to materially delay, impede or prevent the consummation of the Arrangement, provided that Purchaser shall have given Pure written notice of, and five Business Days to cure, any such breach and such breach shall not have been cured (except that no cure period shall be provided for a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside DateSection 8.1(a)(vii), . (each of the above hereinafter referred to as above, a “"Purchaser Damages Event”) Pure shall"), in the event of the termination of this Agreement pursuant to Section 8.1, Company shall pay to Purchaser (or to whom Purchaser may direct in writing) $4 million (the "Purchaser Termination Fee, ") as liquidated damages, damages in immediately available funds, funds to an account designated by Purchaser, . The Purchaser Termination Fee shall be paid as aforesaid: (f) within five two Business Days after immediately following the occurrence termination of this Agreement by Purchaser in the case of a Purchaser Damages Event described in Sections 6.2(a), 6.2(b) or 6.2(e); (g) in accordance with Sections 6.1(b)(ix) and 8.1(a)(viii) in the case of the first Purchaser Damages Event, and after Event described in Section 6.2(d); and (h) upon consummation of the occurrence Acquisition Proposal referred to therein in the case of such the Purchaser Damages Event described in Section 6.2(c). Following a Purchaser Damages Event, but prior to payment of the Purchaser Termination Fee, Pure Company shall, and shall be deemed to, hold any amount owing to hold an amount equal to the Purchaser Termination Fee under this Section 6.2 in trust for Purchaser. Pure Company shall only be obligated to pay one Purchaser Termination Fee pursuant to this Section 6.1. For greater certainty, provided that an event under Section 6.1 has not occurred, the occurrence of other events, including, but not limited to, the failure to satisfy the mutual conditions to close relating to HSR Approval under Section 5.1(e), and other Regulatory Approvals under Section 5.1(f), shall not result in a Purchaser Damages Event, unless the failure to satisfy such conditions was a result of a breach of any of the covenants or representations made by Pure in this Agreement, which breach, individually or in the aggregate, would or would reasonably be expected to be the cause of the non-satisfaction of such conditions such that a Purchaser Damages Event would thereby have occurred pursuant to Section 6.1(d) or Section 6.1(e), as applicable6.2.

Purchaser Damages. If at any time after the execution and delivery of this Agreement and prior to the its termination (and provided that there is no breach or non-performance by Purchaser of a material provision of this Agreement:): (a) the board of directors of Pure: (i) Crew Board fails to make recommend that holders of Crew Common Shares vote in favour of the Arrangement or withdraws, redefines, modifies, amends, changes or qualifies, or proposes publicly to withdraw, redefine, modify, amend, change or qualify, in any manner adverse to Purchaser, any of the its recommendations or determinations required referred to be made by it in Section 2.2(c); 2.8 (ii) withdraws, it being understood that the taking of a neutral position or modifies, changes no position with respect to an announced Acquisition Proposal beyond the earlier of a period of three Business Days following such announcement or qualifies the date which is the day prior to the date proxies in a manner adverse to Purchaser any respect of the recommendations or determinations required Crew Meeting must be deposited shall be considered an adverse modification to be made by it in Section 2.2(csuch recommendation); ; (iiib) fails the Crew Board shall have failed to publicly reaffirm any of its recommendations or determinations referred to in Section 2.2(c2.8 in accordance with Section 3.5(e) (or, in the manner and event that the Crew Meeting to approve the Arrangement is scheduled to occur within such three Business Day period, prior to the time period set out in Section 3.4(escheduled date of such meeting); or (iv) resolves or publicly proposes to do any of the foregoing; (bc) prior to the date of the Crew Meeting, a bona fide Acquisition Proposal (or a bona fide intention to make one) is publicly announced, proposed, offered or made to Pure, the Pure Crew Shareholders or the board of directors of Pure prior to the date of the Pure Meeting, Crew and the Pure Crew Shareholders do not approve the Arrangement Resolution or the Arrangement is not submitted for their approval, and such Acquisition Proposal, an amended version thereof or any other Acquisition Proposal relating to Crew is consummated within twelve 12 months of the date of termination of this Agreement;the first Acquisition Proposal is publicly announced, proposed, offered or made; or (cd) the board of directors of Pure (Crew Board or any committee thereof) committees of the Crew Board accepts, recommends, approves, agrees to, endorses approves or enters intoenters, or proposes publicly to accept, recommend, approve, agree to, endorse approve or enter into into, an agreement agreement, understanding or binding letter of intent to implement a Superior Proposal in compliance with Section 3.4; (d) Pure breaches any of the covenants made by it in this Agreement, which breach, individually or in the aggregate, would or would reasonably be expected to result in a material adverse change, or to have a material adverse effect, in respect of Pure or would or would reasonably be expected to materially delay, impede or prevent the consummation of the Arrangement, provided that Purchaser shall have given Pure written notice of, and five Business Days to cure, any such breach and such breach shall not have been cured (except that no cure period shall be provided for a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Date)Proposal; or (e) Pure Crew breaches any of the representations its representations, warranties, covenants or warranties made by it obligations contained in Section 3.5 in any material respect and this Agreement, which breach, individually or in the aggregate, would or would reasonably be expected Agreement is terminated pursuant to result in a material adverse change, or to have a material adverse effect, in respect of Pure or would or would reasonably be expected to materially delay, impede or prevent the consummation of the Arrangement, provided that Purchaser shall have given Pure written notice of, and five Business Days to cure, any such breach and such breach shall not have been cured (except that no cure period shall be provided for a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside DateSection 8.1(a)(iii), ; (each of the above hereinafter referred to as being a “"Purchaser Damages Event”) Pure shall"), then in the event of the termination of this Agreement pursuant to Section 8.1Article 8, Crew shall pay to Purchaser (or to whom Purchaser may direct in writing) $70 million (the "Purchaser Termination Fee, ") as liquidated damages, damages in immediately available funds, funds to an account designated by Purchaser, Purchaser within five one Business Days Day after the occurrence first to occur of the first Purchaser Damages Event, and after the occurrence of such events described above. Following a Purchaser Damages Event, but prior to payment of the Purchaser Termination Fee, Pure Crew shall and shall be deemed to hold an amount equal to the Purchaser Termination Fee such payment in trust for Purchaser. Pure shall only be obligated to pay one Purchaser Termination Fee pursuant to this Section 6.1. For greater certainty, provided that an event under Section 6.1 has not occurred, the occurrence of other events, including, but not limited to, the failure to satisfy the mutual conditions to close relating to HSR Approval under Section 5.1(e), and other Regulatory Approvals under Section 5.1(f), shall not result in a Purchaser Damages Event, unless the failure to satisfy such conditions was a result of a breach of any of the covenants or representations made by Pure in this Agreement, which breach, individually or in the aggregate, would or would reasonably be expected to be the cause of the non-satisfaction of such conditions such that a Purchaser Damages Event would thereby have occurred pursuant to Section 6.1(d) or Section 6.1(e), as applicable.