Common use of Break Fee Clause in Contracts

Break Fee. (a) If: (i) Cedara shall terminate this Agreement pursuant to section 6.3(c)(iv); (ii) Merge shall terminate this Agreement pursuant to section 6.3(c)(iii); or (iii) either Cedara or Merge shall terminate this Agreement pursuant to section 6.3(c)(vii) in circumstances where Cedara shareholder approval has not been obtained at the Cedara Meeting, and (x) a bona fide Cedara Acquisition Proposal has been made by any person other than a Merge Party prior to Cedara Meeting and not withdrawn more than five days prior to the vote of Cedara Shareholders and (y) Cedara enters into an agreement with respect to a Cedara Acquisition Proposal, or a Cedara Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve months following termination of this Agreement; then in any such case Cedara shall pay to Merge US$7,000,000 in immediately available funds to an account designated by Merge. Such payment shall be due (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, (B) in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by Merge or (C) in the case of a termination specified in clause (iii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Cedara shall not be obligated to make more than one payment pursuant to this section 6.4(a). (b) If: (i) Merge shall terminate this Agreement pursuant to section 6.3(c)(vi); (ii) Cedara shall terminate this Agreement pursuant to section 6.3(c)(v); or (iii) either Cedara or Merge shall terminate this Agreement pursuant to section 6.3(c)(vii) in circumstances where Merge shareholder approval has not been obtained at the Merge Meeting, and (x) a bona fide Merge Acquisition Proposal has been made by any person prior to the Merge Meeting and not withdrawn more than five days prior to the vote of the holders of Merge Common Shares and (y) Merge enters into an agreement with respect to a Merge Acquisition Proposal, or a Merge Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve months following termination of this Agreement; then in any such case Merge shall pay to Cedara US$7,000,000 in immediately available funds to an account designated by Cedara. Such payment shall be due (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, (B) in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by Cedara or (C) in the case of a termination specified in clause (iii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Merge shall not be obligated to make more than one payment pursuant to this section 6.4(b). (c) If the holders of Cedara Common Shares shall fail to approve the Arrangement at the Cedara Meeting, then at 11:00 a.m., Milwaukee, Wisconsin time, on the first Business Day following Cedara Meeting, Cedara shall reimburse Merge for the Merge Parties’ out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement, not to exceed US$1.5 million, which shall be paid in immediately available funds to an account designated by Merge. If the holders of Merge Common Shares shall fail to approve the Merger at the Merge Meeting, then at 11:00 a.m., Milwaukee, Wisconsin time, on the first Business Day following the Merge Meeting, Merge shall reimburse Cedara for Cedara’s out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement, not to exceed US$1.5 million, which shall be paid in immediately available funds to an account designated by Cedara.

Break Fee. (a) If: (i) Cedara Domtar shall terminate this Agreement pursuant to section 6.3(c)(ivSection 8.01(d)(ii), unless at the time of such termination, an event has occurred and is continuing that has a Newco Material Adverse Effect; (ii) Merge Weyerhaeuser shall terminate this Agreement pursuant to section 6.3(c)(iiiSection 8.01(c)(ii), unless at the time of such failure to recommend, withdrawal or adverse modification or change, or recommendation of an Acquisition Proposal, an event has occurred and is continuing that has a Newco Material Adverse Effect; or (iii) either Cedara Domtar or Merge Weyerhaeuser shall terminate this Agreement pursuant to section 6.3(c)(viiSection 8.01(b)(i) or 8.01(b)(ii) in circumstances where Cedara shareholder approval Domtar Shareholder Approval has not been obtained at the Cedara Domtar Meeting, and (xx)(A) in the case of a termination of this Agreement pursuant to Section 8.01(b)(i), a bona fide Cedara Acquisition Proposal has been made by any person other than a Merge Weyerhaeuser Party prior to Cedara the Domtar Meeting and not withdrawn more than five days prior to the vote of Cedara Shareholders the Domtar Shareholders, or (B) in the case of a termination of this Agreement pursuant to Section 8.01(b)(ii), a bona fide Acquisition Proposal has been made by any Person other than a Weyerhaeuser Party that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Domtar Meeting and that is not withdrawn more than five days prior to the vote of the Domtar Shareholders, and (y) Cedara Domtar enters into an agreement with respect to a Cedara any Acquisition Proposal, or a Cedara any Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve 12 months following termination of this Agreement, unless at the time of the Domtar Meeting an event has occurred and is continuing that has a Newco Material Adverse Effect; then in any such case Cedara Domtar shall pay to Merge US$7,000,000 Weyerhaeuser $62,000,000 (the “Break Fee”) in immediately available funds to an account designated by MergeWeyerhaeuser. Such payment shall be due (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, (B) in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by Merge Weyerhaeuser, or (C) in the case of a termination specified in clause (iii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein; provided, however, that in the event that Domtar has reimbursed Weyerhaeuser for its out-of-pocket expenses pursuant to Section 6.21(b) prior to the date on which the Break Fee is payable, then the amount of the Break Fee payable shall be reduced by the amount of expenses actually reimbursed by Domtar pursuant to Section 6.21(b). Cedara Domtar shall not be obligated to make more than one payment pursuant to this section 6.4(aSection 6.21(a). (b) If: (i) Merge Domtar shall terminate reimburse Weyerhaeuser for all its out-of-pocket expenses actually incurred in connection with this Agreement pursuant and the Transactions, subject to section 6.3(c)(vi); (ii) Cedara shall terminate a maximum of $10,000,000, if this Agreement pursuant to section 6.3(c)(v); or (iii) either Cedara or Merge shall terminate this Agreement pursuant to section 6.3(c)(vii) in circumstances where Merge shareholder approval has not been obtained at the Merge Meeting, and (x) a bona fide Merge Acquisition Proposal has been made by any person prior to the Merge Meeting and not withdrawn more than five days prior to the vote of the holders of Merge Common Shares and (y) Merge enters into an agreement with respect to a Merge Acquisition Proposal, or a Merge Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve months following termination of this Agreement; then in any such case Merge shall pay to Cedara US$7,000,000 in immediately available funds to an account designated by Cedara. Such payment shall be due (A) terminated in the case of a termination specified in clause (i), prior to the termination of this Agreement, (B) in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by Cedara or (C) in the case of a termination circumstances specified in clause (iii), at or prior to the earlier ) of the entering into of the agreement Section 6.21(a) and the consummation Break Fee is not payable upon the date of the transaction referred to thereinsuch termination. Merge shall not be obligated to make more than one payment pursuant to this section 6.4(b). (c) If the holders of Cedara Common Shares shall fail to approve the Arrangement at the Cedara Meeting, then at 11:00 a.m., Milwaukee, Wisconsin time, on the first Business Day following Cedara Meeting, Cedara shall reimburse Merge for the Merge Parties’ out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement, not to exceed US$1.5 million, which Such reimbursement shall be paid in immediately available funds to an account designated by Merge. If the holders of Merge Common Shares shall fail to approve the Merger at the Merge Meeting, then at 11:00 a.m., Milwaukee, Wisconsin time, on the first Business Day demand following the Merge Meeting, Merge shall reimburse Cedara for Cedara’s out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement, not to exceed US$1.5 million, which shall be paid in immediately available funds to an account designated by Cedarasuch termination.

Break Fee. (a) If: (i) Cedara Domtar shall terminate this Agreement pursuant to section 6.3(c)(ivSection 8.01(d)(ii), unless at the time of such termination, an event has occurred and is continuing that has a Newco Material Adverse Effect; (ii) Merge Weyerhaeuser shall terminate this Agreement pursuant to section 6.3(c)(iiiSection 8.01(c)(ii), unless at the time of such failure to recommend, withdrawal or adverse modification or change, or recommendation of an Acquisition Proposal, an event has occurred and is continuing that has a Newco Material Adverse Effect; or (iii) either Cedara Domtar or Merge Weyerhaeuser shall terminate this Agreement pursuant to section 6.3(c)(viiSection 8.01(b)(i) or 8.01(b)(ii) in circumstances where Cedara shareholder approval Domtar Shareholder Approval has not been obtained at the Cedara Domtar Meeting, and (xx)(A) in the case of a termination of this Agreement pursuant to Section 8.01(b)(i), a bona fide Cedara Acquisition Proposal has been made by any person other than a Merge Weyerhaeuser Party prior to Cedara the Domtar Meeting and not withdrawn more than five days prior to the vote of Cedara the Domtar Shareholders and holders of Domtar Options, or (B) in the case of a termination of this Agreement pursuant to Section 8.01(b)(ii), a bona fide Acquisition Proposal has been made by any Person other than a Weyerhaeuser Party that is either publicly disclosed or otherwise becomes publicly known prior to or at the time of the Domtar Meeting and that is not withdrawn more than five days prior to the vote of the Domtar Shareholders and holders of Domtar Options, and (y) Cedara Domtar enters into an agreement with respect to a Cedara any Acquisition Proposal, or a Cedara any Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve 12 months following termination of this Agreement, unless at the time of the Domtar Meeting an event has occurred and is continuing that has a Newco Material Adverse Effect; then in any such case Cedara Domtar shall pay to Merge US$7,000,000 Weyerhaeuser $62,000,000 (the “Break Fee”) in immediately available funds to an account designated by MergeWeyerhaeuser. Such payment shall be due (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, (B) in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by Merge Weyerhaeuser, or (C) in the case of a termination specified in clause (iii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein; provided, however, that in the event that Domtar has reimbursed Weyerhaeuser for its out-of-pocket expenses pursuant to Section 6.21(b) prior to the date on which the Break Fee is payable, then the amount of the Break Fee payable shall be reduced by the amount of expenses actually reimbursed by Domtar pursuant to Section 6.21(b). Cedara Domtar shall not be obligated to make more than one payment pursuant to this section 6.4(aSection 6.21(a). (b) If: (i) Merge Domtar shall terminate this Agreement pursuant to section 6.3(c)(vi); (ii) Cedara shall terminate this Agreement pursuant to section 6.3(c)(v); or (iii) either Cedara or Merge shall terminate this Agreement pursuant to section 6.3(c)(vii) reimburse Weyerhaeuser for all its out-of-pocket expenses actually incurred in circumstances where Merge shareholder approval has not been obtained at the Merge Meeting, and (x) a bona fide Merge Acquisition Proposal has been made by any person prior to the Merge Meeting and not withdrawn more than five days prior to the vote of the holders of Merge Common Shares and (y) Merge enters into an agreement connection with respect to a Merge Acquisition Proposal, or a Merge Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve months following termination of this Agreement; then in any such case Merge shall pay to Cedara US$7,000,000 in immediately available funds to an account designated by Cedara. Such payment shall be due (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, (B) the Original Agreement and the Transactions, subject to a maximum of $10,000,000, if this Agreement is terminated in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by Cedara or (C) in the case of a termination circumstances specified in clause (iii), at or prior to the earlier ) of the entering into of the agreement Section 6.21(a) and the consummation Break Fee is not payable upon the date of the transaction referred to thereinsuch termination. Merge shall not be obligated to make more than one payment pursuant to this section 6.4(b). (c) If the holders of Cedara Common Shares shall fail to approve the Arrangement at the Cedara Meeting, then at 11:00 a.m., Milwaukee, Wisconsin time, on the first Business Day following Cedara Meeting, Cedara shall reimburse Merge for the Merge Parties’ out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement, not to exceed US$1.5 million, which Such reimbursement shall be paid in immediately available funds to an account designated by Merge. If the holders of Merge Common Shares shall fail to approve the Merger at the Merge Meeting, then at 11:00 a.m., Milwaukee, Wisconsin time, on the first Business Day demand following the Merge Meeting, Merge shall reimburse Cedara for Cedara’s out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement, not to exceed US$1.5 million, which shall be paid in immediately available funds to an account designated by Cedarasuch termination.

Break Fee. (a) If: (i) Cedara Abatis shall terminate this Agreement pursuant to section 6.3(c)(ivSection 7.3(c)(iv); (ii) Merge the Redback Parties shall terminate this Agreement pursuant to section 6.3(c)(iiiSection 7.3(c)(iii); or; (iii) either Cedara Abatis or Merge the Redback Parties shall terminate this Agreement pursuant to section 6.3(c)(viiSection 7.3(c)(v); or (iv) the Redback Parties shall terminate this Agreement pursuant to Section 7.3(a) in circumstances where Cedara shareholder approval has not been obtained at respect of the Cedara Meetingnon-satisfaction of either of the conditions contained in Sections 6.2(a) or (b), and (x) a bona fide Cedara Acquisition Proposal has been made by any person other than a Merge Party prior termination pursuant to Cedara Meeting and not withdrawn more than five days prior to Section 7.3(a) in respect of the vote non-satisfaction of Cedara Shareholders and (ythe condition contained in section 6.2(b) Cedara enters into an agreement with respect relating to a Cedara Acquisition Proposalrepresentation or warranty which is true and correct as of the date of this Agreement but which, or a Cedara Acquisition Proposal is consummated, through no fault of Abatis after the date hereof and prior to the expiration of twelve months following termination of this Agreement, is not true and correct in all material respects as of the Effective Date; then in any such case Cedara Abatis shall pay to Merge US$7,000,000 Redback the sum of $24,000,000 in immediately available funds to an account designated by MergeRedback. Such payment shall be due and payable: (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, ; (B) in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by Merge or the Redback Parties; (C) in the case of a termination specified in clause (iii), at or prior to the earlier within five Business Days after written notice of the entering into termination contemplated therein by either Abatis or the Redback Parties; or (D) in the case of the agreement and the consummation a termination specified in clause (iv), within five Business Days after written notice of the transaction referred to thereintermination by Redback. Cedara Abatis shall not be obligated to make more than one payment pursuant to this section 6.4(aSection 7.4(a). (b) If: (i) Merge If Abatis shall terminate this Agreement pursuant to section 6.3(c)(viSection 7.3(b) in respect of the non-satisfaction of either of the conditions contained in Section 6.3(a) or (b); (ii, other than a termination pursuant to Section 7.3(b) Cedara shall terminate in respect of the non-satisfaction of the condition contained in Section 6.3(b) relating to a representation or warranty which is true and correct as of the date of this Agreement pursuant to section 6.3(c)(v); or (iii) either Cedara or Merge shall terminate this Agreement pursuant to section 6.3(c)(vii) in circumstances where Merge shareholder approval has not been obtained at the Merge Meetingbut which, and (x) a bona fide Merge Acquisition Proposal has been made by any person prior to the Merge Meeting and not withdrawn more than five days prior to the vote through no fault of the holders Redback Parties, is not true and correct in all material respects as of Merge Common Shares and (y) Merge enters into an agreement with respect to a Merge Acquisition Proposal, or a Merge Acquisition Proposal is consummated, the Effective Date after the date hereof and prior to the expiration of twelve months following termination of this Agreement; , then in any such case Merge Redback shall pay to Cedara US$7,000,000 Abatis the sum of $24,000,000 in immediately available funds to an account designated by CedaraAbatis. Such payment shall be due (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, (B) in the case of a termination specified in clause (ii), and payable within five Business Days after written notice of termination by Cedara or (C) in the case of a termination specified in clause (iii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to thereinAbatis. Merge Redback shall not be obligated to make more than one payment pursuant to this section 6.4(bSection 7.4(b). (c) If the holders of Cedara Common Shares shall fail to approve the Arrangement at the Cedara Meeting, then at 11:00 a.m., Milwaukee, Wisconsin time, on the first Business Day following Cedara Meeting, Cedara shall reimburse Merge for the Merge Parties’ out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement, not to exceed US$1.5 million, which shall be paid in immediately available funds to an account designated by Merge. If the holders of Merge Common Shares shall fail to approve the Merger at the Merge Meeting, then at 11:00 a.m., Milwaukee, Wisconsin time, on the first Business Day following the Merge Meeting, Merge shall reimburse Cedara for Cedara’s out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement, not to exceed US$1.5 million, which shall be paid in immediately available funds to an account designated by Cedara.

Break Fee. (a) If: (i) Cedara MB shall terminate this Agreement pursuant to section 6.3(c)(iv), unless at the time of such termination, a Specified Weyerhaeuser Event has occurred and is continuing; (ii) Merge Weyerhaeuser shall terminate this Agreement pursuant to section 6.3(c)(iii), unless at the time of such failure to recommend, withdrawal or adverse modification or change, or recommendation of an Acquisition Proposal, a Specified Weyerhaeuser Event has occurred and is continuing; or (iii) either Cedara MB or Merge Weyerhaeuser shall terminate this Agreement pursuant to section 6.3(c)(vii6.3(c)(v) in circumstances where Cedara MB shareholder approval has not been obtained at the Cedara MB Meeting, and (x) a bona fide Cedara Acquisition Proposal has been made by any person other than a Merge Weyerhaeuser Party prior to Cedara the MB Meeting and not withdrawn more than five days prior to the vote of Cedara the MB Shareholders and (y) Cedara MB enters into an agreement with respect to a Cedara an Acquisition Proposal, or a Cedara an Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve 18 months following termination of this Agreement, unless at the time of the MB Meeting a Specified Weyerhaeuser Event has occurred and is continuing; then in any such case Cedara MB shall pay to Merge Weyerhaeuser US$7,000,000 92,000,000 in immediately available funds to an account designated by MergeWeyerhaeuser. Such payment shall be due (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, (B) in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by Merge Weyerhaeuser or (C) in the case of a termination specified in clause (iii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Cedara MB shall not be obligated to make more than one payment pursuant to this section 6.4(a). (b) If: (i) Merge shall terminate this Agreement pursuant to section 6.3(c)(vi); (ii) Cedara shall terminate this Agreement pursuant to section 6.3(c)(v); or (iii) either Cedara or Merge shall terminate this Agreement pursuant to section 6.3(c)(vii) in circumstances where Merge shareholder approval has not been obtained at the Merge Meeting, and (x) a bona fide Merge Acquisition Proposal has been made by any person prior to the Merge Meeting and not withdrawn more than five days prior to the vote of the holders of Merge Common Shares and (y) Merge enters into an agreement with respect to a Merge Acquisition Proposal, or a Merge Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve months following termination of this Agreement; then in any such case Merge shall pay to Cedara US$7,000,000 in immediately available funds to an account designated by Cedara. Such payment shall be due (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, (B) in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by Cedara or (C) in the case of a termination specified in clause (iii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Merge shall not be obligated to make more than one payment pursuant to this section 6.4(b). (c) If the holders of Cedara the MB Common Shares shall fail to approve the Arrangement (unless a Specified Weyerhaeuser Event has occurred and is continuing) at the Cedara MB Meeting, then at 11:00 a.m., Milwaukee, Wisconsin Seattle time, on the first Business Day following Cedara the MB Meeting, Cedara MB shall reimburse Merge for pay to Weyerhaeuser US$5,000,000 as payment in full of the Merge Weyerhaeuser Parties’ ' out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement, not to exceed US$1.5 million, which shall be paid Agreement in immediately available funds to an account designated by MergeWeyerhaeuser. If the holders of Merge Common Shares shall fail to approve the Merger at the Merge Meeting, then at 11:00 a.m., Milwaukee, Wisconsin time, on the first Business Day following the Merge Meeting, Merge shall reimburse Cedara for Cedara’s out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement, not to exceed US$1.5 million, which Any payment due under section 6.4(a) shall be paid reduced dollar-for-dollar by any payment previously made under this section 6.4(b). (c) Weyerhaeuser shall not be entitled to any break fee under Section 6.4(a)(iii) if (A) the Acquisition Proposal referred to in immediately available funds clause (x) thereof does not relate solely to an account designated the Packaging Business, (B) the Acquisition Proposal referred to in clause (y) thereof does relate solely to the Packaging Business and (C) the Acquisition Proposal referred to in clause (y) thereof was not made by Cedarathe Person who made the Acquisition Proposal referred to in clause (x) thereof or any Person related to or acting in concert with such Person.

Break Fee. (a) If: (i) Cedara shall terminate Notwithstanding any other provision of this Agreement pursuant to section 6.3(c)(iv); (ii) Merge shall terminate this Agreement pursuant to section 6.3(c)(iii); or (iii) either Cedara or Merge shall terminate this Agreement pursuant to section 6.3(c)(vii) in circumstances where Cedara shareholder approval has not been obtained at the Cedara Meeting, and (x) a bona fide Cedara Acquisition Proposal has been made by any person other than a Merge Party prior to Cedara Meeting and not withdrawn more than five days prior relating to the vote payment of Cedara Shareholders and (y) Cedara enters into an agreement with respect to a Cedara Acquisition Proposalfees, or a Cedara Acquisition Proposal is consummatedincluding the payment of brokerage fees, after the date hereof and prior to the expiration of twelve months following termination of this Agreement; then in any such case Cedara Gulf shall pay to Merge US$7,000,000 Conoco, within two business days of the first to occur of the following events, $220 million in immediately available funds to an account designated by Merge. Such payment Conoco: (a) if Conoco shall be due have terminated this Agreement pursuant to Section 8.2(c)(iii); (Ab) in the case of a termination specified in clause if: (i) an Acquisition Proposal shall have been made or any person shall have publicly announced an intention to make an Acquisition Proposal before the Expiry Time; and (ii) thereafter, this Agreement shall have been terminated (other than by Gulf pursuant to Section 8.2(b) as a result of the condition in Section 6.2(e) not being satisfied), ; and (iii) prior to the termination of this Agreement, (B) in the case of a termination specified in clause (ii), Agreement or within five Business Days after written notice of termination by Merge or (C) in the case of a termination specified in clause (iii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Cedara shall not be obligated to make more than one payment pursuant to this section 6.4(a). (b) If: (i) Merge shall terminate this Agreement pursuant to section 6.3(c)(vi); (ii) Cedara shall terminate this Agreement pursuant to section 6.3(c)(v); or (iii) either Cedara or Merge shall terminate this Agreement pursuant to section 6.3(c)(vii) in circumstances where Merge shareholder approval has not been obtained at the Merge Meeting, and (x) a bona fide Merge Acquisition Proposal has been made by any person prior to the Merge Meeting and not withdrawn more than five days prior to the vote of the holders of Merge Common Shares and (y) Merge enters into an agreement with respect to a Merge Acquisition Proposal, or a Merge Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve six months following termination of this Agreement; then in , any such case Merge shall pay to Cedara US$7,000,000 in immediately available funds to an account designated by Cedara. Such payment shall be due one of the following occurs: (A) in the case of a termination specified in clause (i), prior to the termination of this Agreement, an Acquisition Proposal is consummated by Gulf, (B) in the case Gulf's Board of a termination specified in clause (ii)Directors approves or recommends any Acquisition Proposal, within five Business Days after written notice of termination by Cedara or or (C) in the case of a termination specified in clause (iii), at or prior to the earlier of the entering Gulf enters into of the an agreement and the consummation of the transaction referred to therein. Merge shall not be obligated to make more than one payment pursuant to this section 6.4(b).providing for an Acquisition Proposal; or (c) If the holders of Cedara Common Shares shall fail to approve the Arrangement at the Cedara MeetingIF GULF SHALL HAVE TERMINATED THIS AGREEMENT PURSUANT TO SECTION 8.2(C)(II). GULF'S OBLIGATIONS UNDER THIS SECTION 7.5 SURVIVE TERMINATION OR EXPIRY OF THIS AGREEMENT. FOR GREATER CERTAINTY, then at 11:00 a.m.IF MORE THAN ONE OF THE FOREGOING EVENTS TRIGGERING THE PAYMENT UNDER THIS SECTION 7.5 OCCURS, Milwaukee, Wisconsin time, on the first Business Day following Cedara Meeting, Cedara shall reimburse Merge for the Merge Parties’ out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement, not to exceed US$1.5 million, which shall be paid in immediately available funds to an account designated by Merge. If the holders of Merge Common Shares shall fail to approve the Merger at the Merge Meeting, then at 11:00 a.m., Milwaukee, Wisconsin time, on the first Business Day following the Merge Meeting, Merge shall reimburse Cedara for Cedara’s out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement, not to exceed US$1.5 million, which shall be paid in immediately available funds to an account designated by CedaraTHE FEE SHALL ONLY BE PAID ONCE.

Break Fee. (a) If, on or before the Closing Date: (i) Cedara the Purchaser shall terminate this Agreement pursuant to section 6.3(c)(iv); subsection 12.1(b) (ii) Merge provided that if the Purchaser shall terminate this Agreement pursuant to section 6.3(c)(iii); or (iiisubsection 12.1(b)(ii) either Cedara such breach of a covenant shall have been with respect to a failure by the Vendor, Vendorco or Merge the Company to perform such covenant in a material respect or the Vendor shall terminate this Agreement pursuant to section 6.3(c)(vii) in circumstances where Cedara shareholder approval has not have been obtained aware of an Acquisition Proposal at the Cedara Meeting, time of such termination) and (x) a bona fide Cedara an Acquisition Proposal has shall have been made or publicly announced by any person other than a Merge Party prior to Cedara Person before the Unitholder Meeting and not withdrawn more than at least five days prior to (5) Business Days before the vote date of Cedara Shareholders and the Unitholder Meeting or (y) Cedara the Vendor, the Company or any of their Affiliates enters into an agreement with respect to a Cedara an Acquisition Proposal, or a Cedara an Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve months following the termination of this Agreement, unless at the time of such termination a Specified Purchaser Event shall have occurred and is continuing; (ii) (A) the Purchaser shall terminate this Agreement pursuant to subsection 12.1(e)(i) and (x) an Acquisition Proposal shall have been made or publicly announced by any Person before the Unitholder Meeting and not withdrawn at least five (5) Business Days before the date of the Unitholder Meeting or (y) the Vendor, the Company or any of their Affiliates enters into an agreement with respect to an Acquisition Proposal, or an Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve months following the termination of this Agreement, or (B) if the Purchaser shall terminate this Agreement pursuant to subsections 12.1(e)(ii) or (iii), unless at the time of such failure to recommend or reconfirm, withdrawal or adverse recommendation or change or recommendation of an Acquisition Proposal, or determination, a Specified Purchaser Event shall have occurred and is continuing; (iii) the Vendor shall terminate this Agreement pursuant to subsection 12.1(f), unless at the time of such termination a Specified Purchaser Event shall have occurred and is continuing; (iv) either the Vendor or the Purchaser shall terminate this Agreement pursuant to subsection 12.1(g), unless at the time of such termination a Specified Purchaser Event shall have occurred and is continuing, and (x) an Acquisition Proposal shall have been made or publicly announced by any Person before the Unitholder Meeting and not withdrawn at least five (5) Business Days before the date of the Unitholder Meeting and (y) the Vendor or the Company or any of their Affiliates enters into an agreement with respect to an Acquisition Proposal, or an Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve (12) months following the termination of this Agreement; or (v) the Purchaser shall terminate this Agreement pursuant to subsection 12.1(j), unless at the time of such termination a Specified Purchaser Event shall have occurred and is continuing; then in any such case Cedara the Company shall pay pay, as liquidated damages, to Merge US$7,000,000 the Purchaser $2,000,000 in immediately available funds to an account designated by Mergethe Purchaser. Such payment shall be due (A) in the case of a termination by the Purchaser specified in clause clauses (i), prior to (ii), (iv) or (v) above, within five (5) Business Days of written notice of termination by the termination of this AgreementPurchaser, and (B) in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by Merge or (C) in the case of a termination Vendor specified in clause (iii) or a termination by the Vendor specified in clause (iv), prior to or at the time of termination of this Agreement (provided that if any payment under clauses (i), (ii) or (iv) is not otherwise payable unless the circumstances described in subclauses (i)(y), (ii)(y) or (iv)(y) shall have occurred, then such payment shall be due at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Cedara shall not be obligated to make more than one payment pursuant to this section 6.4(a). (b) If: If (i) Merge shall terminate the Purchaser terminates this Agreement pursuant to section 6.3(c)(visubsection 12.1(e)(i); , (ii) Cedara an Acquisition Proposal shall terminate this Agreement pursuant to section 6.3(c)(v); or not have been made or publicly announced before the Unitholder Meeting, or if an Acquisition Proposal shall have been made or publicly announced before the Unitholder Meeting it shall have been withdrawn before the Unitholder Meeting and (iii) either Cedara or Merge the Unitholders shall terminate this Agreement pursuant have failed to section 6.3(c)(vii) in circumstances where Merge shareholder approval has not been obtained approve the Unitholder Resolution at the Merge Unitholder Meeting, and (x) a bona fide Merge Acquisition Proposal has been made by any person prior to then the Merge Meeting and not withdrawn more than five days prior to the vote of the holders of Merge Common Shares and (y) Merge enters into an agreement with respect to a Merge Acquisition Proposal, or a Merge Acquisition Proposal is consummated, after the date hereof and prior to the expiration of twelve months following termination of this Agreement; then in any such case Merge Company shall pay to Cedara US$7,000,000 the Purchaser $500,000.00 as liquidated damages in immediately available funds to an account designated by Cedara. Such payment shall be due the Purchaser, payable within two (A2) in the case of a termination specified in clause (i), prior to the termination of this Agreement, (B) in the case of a termination specified in clause (ii), within five Business Days after written notice of termination by Cedara or (C) in the case of a termination specified in clause (iii), at or prior to the earlier of the entering into of the agreement and the consummation of the transaction referred to therein. Merge shall not be obligated to make more than one payment pursuant to this section 6.4(b)such termination. (c) If The parties agree that the holders payments contained in this Section 7.15 are an integral part of Cedara Common Shares shall fail to approve the Arrangement at the Cedara Meeting, then at 11:00 a.m., Milwaukee, Wisconsin time, on the first Business Day following Cedara Meeting, Cedara shall reimburse Merge for the Merge Parties’ out-of-pocket costs and expenses in connection with the transaction transactions contemplated by this AgreementAgreement and constitute liquidated damages and not a penalty. For greater certainty, not the parties agree that if the Company pays to exceed US$1.5 millionthe Purchaser the amounts required by, which and in accordance with, Section 7.15, the Purchaser shall have no other remedy for any breach of this Agreement by the Vendor, Vendorco or the Company. Any payment due under subsection 7.15(a) or 7.15(b) shall be paid in immediately available funds to an account designated reduced dollar-for-dollar by Merge. If the holders of Merge Common Shares shall fail to approve the Merger at the Merge Meeting, then at 11:00 a.m., Milwaukee, Wisconsin time, on the first Business Day following the Merge Meeting, Merge shall reimburse Cedara for Cedara’s out-of-pocket costs and expenses in connection with the transaction contemplated by this Agreement, not to exceed US$1.5 million, which shall be paid in immediately available funds to an account designated by Cedaraany payment previously made under subsection 7.15(b) or Section 12.4.