Common use of Notice and Cure Provisions Clause in Contracts

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such notice.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or of failure would, or would reasonably be likely to or couldto: (a) cause any of the representations or warranties of such either party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date; (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such either party hereto prior to or at the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto its favour contained in sections 5.1Sections 6.1, 5.2 6.2 or 5.3 hereof6.3, as the case may be. Subject Except as herein provided, a party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1Sections 6.1, 5.2 or 5.3 hereof 6.2 and 6.3 or exercise any termination right arising therefrom; provided, however, that (i) promptly promptly, and in any event prior to the Effective Time, the party intending to rely thereon has delivered a written notice to the other parties hereto party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering such notice is asserting as the basis for the exercise non-fulfillment of the applicable condition precedent or termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the other party hereto which has delivered such notice may not terminate this Arrangement Agreement until (except pursuant to Section 9.2(c)) unless the default or breach shall not have been cured at the earlier of the Effective Date and the expiration of a period of 15 days from the date of delivery of such notice.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, If any Party determines at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (c) result Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in the failure to satisfy any of the conditions precedent in favor of this Agreement, such Party will so notify the other parties hereto contained Party forthwith upon making such determination in sections 5.1order that the other Party will have the right and opportunity to take such steps, 5.2 or 5.3 hereofat its own expense, as may be necessary for the case may bepurpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Expiry Time. Subject as herein provided, a party hereto Neither the Company nor the Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 or 5.3 Schedule A hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly therefrom and no payments will be payable as a result of such election unless forthwith and in any event prior to the Effective Time, Expiry Time the party Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is deliveredgiven, and a party hereto provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party giving such notice may not terminate this Arrangement Agreement as a result thereof until the earlier of the Expiry Time and the expiration of a period of 15 days 10 Business Days from date of delivery of such notice.

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to Party on or before the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties hereto Party contained in sections Section 5.1, 5.2 or 5.3 hereof5.3, as the case may be. Subject as herein provided, a party hereto may Party may: (a) elect not to complete the transactions contemplated hereby pursuant to by virtue of any of the conditions for its benefit contained in sections Section 5.1, 5.2 or 5.3 hereof not being satisfied or waived; or (b) exercise any termination right arising therefrom; provided, however, that that: (i) promptly and in any event prior to the Effective TimeDate, the party Party hereto intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and ; and (ii) if any such notice is delivered, and a party hereto is proceeding Party proceeds diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto which Party that has delivered such notice may not terminate this Arrangement Agreement until the expiration lesser of a period of 15 ten (10) days from the date of delivery of such noticenotice and the number of days remaining before the earlier of the Effective Date and the Completion Deadline.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or on and the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party Party hereto prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties Party hereto contained in sections Section 5.1, 5.2 or 5.3 hereofand 5.3, as the case may be. Subject as herein provided, a party hereto Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections Sections 5.1, 5.2 or and 5.3 hereof in favour of such Party, or exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective TimeDate, the party intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party delivering such notice may not terminate this Arrangement Agreement until the earlier of the Outside Date and the expiration of a period of 15 days ten Business Days from such notice. If such notice has been delivered prior to the date of delivery the Silvermex Meeting, such meeting shall be postponed until the expiry of such noticeperiod. If such notice has been delivered prior to the making of the application for the Final Order, such application shall be postponed until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result of such matter.

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties Parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (aa.) cause any of the representations or warranties of such party Party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Closing Date; (bb.) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party Party hereto prior to the Effective Time; or (cc.) result in the failure to satisfy any of the conditions precedent in favor of the other parties Parties hereto contained in sections 5.1, 5.2 or 5.3 hereofSections 5.1 through 5.4 of this Agreement, as the case may be. Subject as herein provided, a party Party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 or 5.3 hereof Sections 5.1 through 5.4 of this Agreement or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties Parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the party Party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party Party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such notice.

Notice and Cure Provisions. (a) Each party hereto Party shall give prompt notice to promptly notify the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (ai) cause any of the representations or warranties of such party hereto Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or on of this Agreement to the Effective Date;Time if such failure to be true or accurate would cause any condition in Section 6.2(a) [Target Representations and Warranties Conditions] or Section 6.3(a) [Purchaser Representations and Warranties Conditions], as applicable, not to be satisfied; or (bii) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior Party under this Agreement if such failure to comply would cause any condition in Section 6.2(b) [Target Covenants Condition] or Section 6.3(b) [Purchaser Covenants Condition] not to be satisfied. (b) Notification provided under this Section 4.12 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Time; orobligations of the Parties under this Agreement. In addition, the failure by a Party to provide a notification pursuant to Section 4.12(a) shall not be considered in determining whether any condition in Section 6.2, Section 6.3(a) or Section 6.3(b) has been satisfied. (c) result in the failure The Purchaser may not elect to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not exercise its right to complete the transactions contemplated hereby terminate this Agreement pursuant to the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (iSection 7.2(a)(iv)(A) promptly and in any event prior to the Effective Time, the party intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such notice.[

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto 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, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Time; or (c) result in the failure . Acquiror may not exercise its rights to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 9.2(c)(iii) and Target may not exercise its right to terminate this Agreement pursuant to Section 9.2(d)(iii) unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration of a period of 15 days 10 Business Days from date such notice, and then only if such matter has not been cured by such date. If such notice has been delivered prior to the making of delivery the application for the Final Order or the Target Meeting, such application and/or such filing shall be postponed until the expiry of such noticeperiod.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto others of them of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties hereto contained in sections 5.15.01, 5.2 5.02 or 5.3 5.03 or hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions contained in sections 5.15.01, 5.2 5.02 or 5.3 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective TimeDate, the party hereto intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto which that has delivered such notice may not terminate this Arrangement Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Northern Orion Meeting, the Northern Orion Meeting may, at the sole discretion of Northern Orion shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, If any Party determines at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (c) result Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in the failure to satisfy any of the conditions precedent in favor of this Agreement, such Party will so notify the other parties hereto contained Party forthwith upon making such determination in sections 5.1order that the other Party will have the right and opportunity to take such steps, 5.2 or 5.3 hereofat its own expense, as may be necessary for the case may bepurpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Subject as herein provided, a party hereto Neither Rio Alto nor Tahoe may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1, 5.2 or 5.3 Article 7 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and in any event prior to the Effective Time, Time the party Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is deliveredgiven, and a party hereto provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party giving such notice may not terminate this Arrangement Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 days 10 Business Days from such notice. If such notice has been given prior to the date of delivery the Rio Alto Meeting and the Tahoe Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such noticeperiod (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. Each party hereto Party shall give prompt notice to the other parties hereto Parties of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeJV Closing Date, of any event event, circumstance or state of facts which occurrence or failure would, or would be likely to or couldreasonably be expected to: (a) cause any of the representations or warranties of such party hereto Party (or any of its Affiliates which is a Party) contained herein to be untrue or inaccurate in any material respect on the date hereof of this Agreement or on the Effective JV Closing Date; (b) result in the failure to comply with or satisfy satisfy, in each case in all material respects, any covenant or agreement to be complied with or satisfied by such party hereto Party (or any of its Affiliates which is a Party) prior to the Effective TimeJV Closing Date; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of any Party (other than the other parties hereto Party giving such notice or any of its Affiliates which is a Party) contained in sections 5.1Section 6.3, 5.2 6.4 or 5.3 hereof6.5, as the case may be. Subject as herein provided, a party hereto Party may elect not to complete the transactions contemplated hereby pursuant to JV Transactions by virtue of the conditions contained in sections 5.1Section 6.3, 5.2 6.4 or 5.3 hereof 6.5 not being satisfied or waived or exercise any termination right arising therefrom; provided, however, that (i) promptly promptly, and in any event prior to the Effective TimeOutside Date, the party Party intending to rely thereon has shall have delivered a written notice to the other parties hereto Parties specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy inaccuracies of representations and warranties or breaches of covenants or agreements or other matters which that the party hereto Party delivering such notice is asserting as the basis for the exercise of the its termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto which Party that has delivered such notice may not terminate this Arrangement Agreement until the earlier of the Outside Date and the expiration of a period of 15 fifteen (15) days from date of delivery of such notice.

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party Party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party Party hereto prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties Parties hereto contained in sections Section 5.1, Section 5.2 or Section 5.3 hereof, as the case may be. Subject as herein provided, a party hereto iAnthus may elect not exercise its right to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 7.2(g) and MPX may not exercise its right to terminate this Agreement pursuant to Section 7.2(h) unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties Party hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party Party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party Party hereto which that has delivered such notice may not terminate this Arrangement Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 ten (10) days from date of delivery of such notice. If such notice has been delivered prior to the date of the MPX Meeting, the MPX Meeting shall be adjourned or postponed until the earlier of (A) the expiry of such period and (B) five Business Days prior to the Completion Deadline.

Notice and Cure Provisions. Each party hereto shall of the Vendor, on the one hand, and the Purchaser, on the other hand, will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective Closing Time, of any event or state of facts which occurrence or failure would, or would reasonably be likely to or couldto: (a) cause constitute a material breach of any of the its representations or warranties of such party hereto contained herein or which would cause such representations and warranties to be untrue or inaccurate incorrect in any material respect on at the date hereof or on the Effective Date;Closing Time; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto the other hereunder prior to the Effective Closing Date or Closing Time; or (c) result in , as applicable. Neither the failure to satisfy any of Vendor, on the conditions precedent in favor of one hand, nor the Purchaser, on the other parties hereto contained in sections 5.1hand, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby under this Agreement pursuant to any of the conditions precedent contained in sections 5.1Parts 7, 5.2 8, or 5.3 hereof 9, or exercise any termination right arising therefrom; provided, however, that (i) promptly unless forthwith and in any event prior to the Effective Closing Time, the party intending to rely thereon Vendor or the Purchaser, as the case may be, has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering such notice Vendor or the Purchaser, as the case may be, is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, and a party hereto provided that the Vendor or the Purchaser, as the case may be, is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to capable of being cured, the party hereto which has delivered such notice other may not terminate this Arrangement Agreement until the earlier of the Termination Date and the expiration of a period of 15 30 days from date of delivery of such notice.

Notice and Cure Provisions. (a) Each party hereto shall Party will give prompt notice to the other parties hereto 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, Time of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (ai) cause any of the representations or warranties of such party hereto any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time; or (bii) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto any Party hereunder prior to the Effective Time; or. (b) Notification provided under this Section 7.1(a) will not 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) result in the failure Westgold may not exercise its rights to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 8.2(a)(iii)(C) and Karora may not exercise its right to terminate this Agreement pursuant to Section 8.2(a)(iv)(C) unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party (which, in this Article 7 shall be reference to either Karora or Westgold as the context dictates and reference to either Party shall mean reference to either Karora or Westgold as context dictates) specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration earlier of a period of 15 days from date of delivery of such notice.(i) the Outside Date, and

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto 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, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto either Party contained herein qualified as to materiality to be untrue or inaccurate or any of those not so qualified to be untrue or inaccurate in any material respect on the date hereof hereof, at the Mailing Date, the Expiry Date or on at the Effective Date;; or (b) result in the failure to comply in all material respects with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto either Party hereunder prior to the Mailing Date or the Expiry Date or at the Effective Time; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may beDate. Subject as herein provided, a party hereto No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 set forth herein or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly therefrom and no payments are payable as a result of such election pursuant to Section 7.3 unless forthwith and in any event prior to the Effective TimeDate, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration of a period of 15 20 business days from date of delivery of such notice.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or on and the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties Party hereto contained in sections Section 5.1, 5.2 or 5.3 hereofand 5.3, as the case may be. Subject as herein provided, a party hereto Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections Sections 5.1, 5.2 or and 5.3 hereof in favour of such Party, or exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective TimeDate, the party intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party delivering such notice may not terminate this Arrangement Agreement until the earlier of the Outside Date and the expiration of a period of 15 days ten Business Days from such notice. If such notice has been delivered prior to the date of delivery the Orko Meeting, such meeting shall be postponed until the expiry of such noticeperiod. If such notice has been delivered prior to the making of the application for the Final Order, such application shall be postponed until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result of such matter.

Notice and Cure Provisions. Each party hereto shall will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts of which it is aware which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such any other party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date, as applicable; (b) result in the failure to comply with or satisfy any material covenant or agreement to be complied with or satisfied by such any other party hereto at or prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto its favour contained in sections 5.1Sections 10.1, 5.2 or 5.3 hereof10.2 and 10.3, as the case may be. Subject Except as herein provided, a party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1Sections 10.1, 5.2 or 5.3 hereof 10.2 and 10.3 or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Timefiling of the Final Order and Articles of Arrangement for acceptance by the Director, the party intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering such notice is asserting as the basis for the exercise non-fulfillment of the applicable condition precedent or termination right, as the case may be, ; and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice other parties may not terminate this Arrangement Agreement (except pursuant to Section 7.3(d)) until the expiration of a period of 15 days Business Days from the date of delivery of such notice.

Notice and Cure Provisions. Each party Party hereto shall give prompt written notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be likely to or couldreasonably be expected to: (a) cause any of the representations or warranties of such party Party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date; (b) result in the failure failure, in any material respect, to comply with or satisfy any covenant covenant, or agreement to be complied with or satisfied by such party Party hereto prior to the Effective Timeunder this Agreement; or (c) result in the failure failure, in any material respect, to satisfy any of the conditions precedent in favor favour of the other parties Party hereto contained in sections Section 5.1, Section 5.2 or Section 5.3 hereof, as the case may be. Subject Notification provided under this Section 5.4 will not 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. Except as herein providedprovided herein, a party Party hereto may elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions contained in sections Section 5.1, Section 5.2 or Section 5.3 hereof not being satisfied or waived or the exercise of any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective TimeOutside Date, the party Party hereto intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party Party hereto which that has delivered such notice may not terminate this Arrangement Agreement until the earlier of the Outside Date and the expiration of a period of 15 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Company Meeting, the Company Meeting shall be adjourned or postponed until the expiry of such period. Notwithstanding the foregoing, if Triple Flag has delivered a written notice under this Section 5.4 with respect to a failure to satisfy the condition precedent contained in Section 5.3(f), provided the Company is working diligently to cure such failure, Triple Flag may not terminate this Agreement for such failure until the Outside Date.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or on and the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties Party hereto contained in sections Section 5.1, 5.2 or 5.3 hereofand 5.3, as the case may be. Subject as herein provided, a party hereto Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections Sections 5.1, 5.2 or and 5.3 hereof in favour of such Party, or exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective TimeDate, the party intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party delivering such notice may not terminate this Arrangement Agreement until the earlier of the Outside Date and the expiration of a period of 15 days ten Business Days from such notice. If such notice has been delivered prior to the date of delivery the Primero Shareholder Meeting, such meeting shall be postponed until the expiry of such noticeperiod. If such notice has been delivered prior to the making of the application for the Final Order, such application shall be postponed until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result of such matter.

Notice and Cure Provisions. Each party hereto Party shall give prompt notice to promptly notify the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or on of this Agreement to the Effective Date;Time; or (b) result in the failure failure, in any material respect, to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto prior Party under this Agreement. The Buyer may not elect to the Effective Time; or (c) result in the failure exercise its right to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 8.03(a) and the conditions contained in sections 5.1Company may not elect to exercise its right to terminate this Agreement pursuant to Section 8.04(a), 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to unless the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy covenants, inaccuracies of representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfillment of the applicable condition or the availability of a termination right, as the case may be, and (ii) if . If any such notice is delivereddelivered with respect to a matter that is capable of being cured, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, no Party may terminate this Agreement until the earlier of: (i) the Outside Date; and (ii) the date that is 10 Business Days from the date of receipt of such notice, if such matter is susceptible has not been cured by such date. If such notice has been delivered prior to being curedthe date of the Company Meeting, the party hereto which has delivered such notice may not terminate this Arrangement Agreement Company shall postpone or adjourn the Company Meeting until the expiration of a period of 15 days from date of delivery expiry of such noticeperiod (without causing a breach of any other provisions contained herein).

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties hereto of them of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be likely to or couldreasonably be expected to: (a) cause any of the representations or warranties of such party Party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party Party hereto prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties Party hereto contained in sections Section 5.1, Section 5.2 or Section 5.3 hereof, as the case may be. Subject as herein provided, a party Party hereto may elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions contained in sections Section 5.1, Section 5.2 or Section 5.3 hereof not being satisfied or waived or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective TimeCompletion Deadline, the party Party hereto intending to rely thereon has delivered a written notice to the other parties Party hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party Party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party Party hereto which that has delivered such notice may not terminate this Arrangement Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 fifteen (15) days from date of delivery of such notice. If such notice has been delivered prior to the date of the Richmont Meeting or the Alamos Meeting, the Richmont Meeting or the Alamos Meeting, or both, as the case may be, shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto 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, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Time; or (c) result in the failure . Acquiror may not exercise its rights to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 9.2(b)(iii) and Target may not exercise its right to terminate this Agreement pursuant to Section 9.2(b)(iii) unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition or for the applicable termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration of a period of 15 days 10 Business Days from date such notice, and then only if such matter has not been cured by such date. If such notice has been delivered prior to the making of delivery the application for the Final Order or the Target Meeting, such application and/or such filing shall be postponed until the expiry of such noticeperiod.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or on and the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties Party hereto contained in sections Section 5.1, 5.2 or 5.3 hereofand 5.3, as the case may be. Subject as herein provided, a party hereto Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections Sections 5.1, 5.2 or and 5.3 hereof in favour of such Party, or exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective TimeDate, the party intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party delivering such notice may not terminate this Arrangement Agreement until the earlier of the Outside Date and the expiration of a period of 15 days ten Business Days from such notice. If such notice has been delivered prior to the date of delivery the SilverCrest Meeting, such meeting shall be postponed until the expiry of such noticeperiod. If such notice has been delivered prior to the making of the application for the Final Order, such application shall be postponed until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result of such matter.

Notice and Cure Provisions. (a) Each party hereto shall Party will give prompt notice to the other parties hereto 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 be likely to or couldto: (ai) cause any of the representations or warranties of such party hereto any Party contained herein to be untrue or inaccurate in any material respect on from the date hereof or on of this Agreement to the earlier of (A) the Effective Date;, or (B) the termination of this Agreement if such failure to be true and accurate would cause any condition in Section 9.2(b) or Section 9.3(b), as applicable, to not be satisfied; or (bii) result in the failure to materially comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto any Party hereunder prior to the Effective Time; or. (cb) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto No Party may elect not to complete the transactions contemplated hereby by this Agreement pursuant to the conditions contained set forth in sections 5.1Section 9.2(a), 5.2 Section 9.2(b), Section 9.3(a), or 5.3 hereof Section 9.3(b), as applicable, or exercise any termination right arising therefrom; provided, however, that (i) promptly therefrom and in any event no payments are payable as a result of such election pursuant to Section 10.4 unless at or prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfillment of the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivereddelivered with respect to a breach of covenant, and representation or warranty in this Agreement that is capable of being cured before the Outside Date, provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement other than pursuant to Section 10.2(a)(ii)(B) until the expiration of a period ending the earlier of (a) 15 days Business Days from the date of delivery receipt of such notice, if such matter has not been cured by such date and (b) the Outside Date. If such notice has been delivered prior to the date of the Company Meeting, the Company may elect to postpone or adjourn the Company Meeting until the expiry of such period, provided any extension does not result in the Company Meeting being held any later than 5 Business Days prior to the Outside Date.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, If any Party determines at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (c) result Time that it intends to refuse to complete the transactions contemplated by this Agreement because of any unfilled or unperformed condition contained in the failure to satisfy any of the conditions precedent in favor of this Agreement, such Party will so notify the other parties hereto contained Party forthwith upon making such determination in sections 5.1order that the other Party will have the right and opportunity to take such steps, 5.2 or 5.3 hereofat its own expense, as may be necessary for the case may bepurpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Subject as herein provided, a party hereto Neither the Company nor the Purchaser may elect not to complete the transactions contemplated hereby by this Agreement pursuant to the conditions precedent contained in sections 5.1, 5.2 or 5.3 hereof Article 8 or exercise any termination right arising therefrom; provided, however, that (i) promptly therefrom and no payments will be payable as a result of such election pursuant to Article 8 unless forthwith and in any event prior to the Effective Time, Time the party Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, and a party hereto given (provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, ) if such matter is susceptible to being cured, the party hereto which has delivered Party giving such notice may not terminate this Arrangement Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 days 10 Business Days from such notice. If such notice has been given prior to the date of delivery the Company Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such noticeperiod (without causing any breach of any other provision contained in this Agreement).

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto 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 pursuant to its terms and the Effective Time, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time (provided that this paragraph (a) shall not apply in the case of any event or state of facts resulting from actions or omissions of ▇▇▇▇▇▇ which are permitted or required by this Agreement); or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto any Party hereunder prior to the Effective Time; or (c) result in the failure . HudBay may not exercise its right to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Sections 8.2.1(c)(ii) and 8.2.1(c)(iii) and ▇▇▇▇▇▇ may not exercise its right to terminate this Agreement pursuant to Sections 8.2.1(d)(ii) and 8.2.1(d)(iii), unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition or termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such notice.

Notice and Cure Provisions. Each party hereto shall give prompt notice to If either the Company, on the one hand, or the Purchaser or the Parent, on the other parties hereto of the occurrencehand, or failure to occur, determines at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (c) result Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in the failure to satisfy any of the conditions precedent in favor of this Agreement, such Party will so notify the other parties hereto contained Party forthwith upon making such determination in sections 5.1order that the other Party will have the right and opportunity to take such steps, 5.2 or 5.3 hereofat its own expense, as may be necessary for the case may bepurpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Subject as herein providedNeither the Company, a party hereto on the one hand, nor the Purchaser or the Parent, on the other hand, may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1, 5.2 or 5.3 hereof Article 10 or exercise any termination right arising therefrom; providedtherefrom unless forthwith, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is deliveredgiven, and a party hereto provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party giving such notice may not terminate this Arrangement Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 days Business Days from date of delivery of such notice.

Notice and Cure Provisions. (a) Each party hereto Party shall give prompt notice to promptly notify the other parties hereto Party in writing of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the Effective TimeTime and the termination of this Agreement in accordance with its terms, of any event or state of facts which occurrence or failure would, or would reasonably be likely to or couldexpected to: (ai) cause any of the representations or warranties of such party hereto Party contained herein in this Agreement to be untrue or inaccurate in any respect on the date hereof or on the Effective Datematerial respect; (bii) give rise to or result in the in, a failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto prior to the Effective TimeParty under this Agreement; or (ciii) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto its favour contained in sections 5.1Sections 6.1, 5.2 6.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the party hereto delivering such notice is asserting as the basis for the exercise of the termination right6.3, as the case may be, in each case to the extent that the conditions in Section 6.2(a) and (ii) if any such notice is deliveredSection 6.2(b), in the case of Kirkland's representations, warranties and covenants, and a party hereto is proceeding diligentlySection 6.3(a) and Section 6.3(b), in the case of Agnico's representations, warranties and covenants, would not be capable of being satisfied at its own expenseany time from the date hereof until the Effective Date. (b) Notification provided under this Section 4.10 will not affect the representations, warranties, covenants, conditions, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice obligations of the Parties under this Agreement. (c) ▇▇▇▇▇▇▇▇ may not elect to exercise its right to terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such notice.pursuant to Section 7.2(a)(iii)(A) [

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto either Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date;; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto either Party hereunder prior to the Effective Time; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may beDate. Subject as herein provided, a party hereto No Party may elect not to complete the transactions transaction contemplated hereby pursuant to the conditions precedent contained in sections 5.1Sections 6.1, 5.2 or 5.3 hereof 6.2 and 6.3 or exercise any termination right arising therefrom; provided, however, that (i) promptly unless forthwith and in any event prior to the Effective Timefiling of the Final Order for acceptance by the Director, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition precedent or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice other Party may not terminate this Arrangement Agreement until the later of September 30, 2001 and the expiration of a period of 15 30 days from such notice. If such notice has been delivered prior to the date of delivery the Alliance Meeting, such meeting shall be postponed until the expiry of such noticeperiod.

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Filing Date or the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to Party on or before the Filing Date or the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties hereto Party contained in sections 5.1Section 6.1, 5.2 6.2 or 5.3 hereof6.3, as the case may be. Subject as to the conditions herein provided, a party hereto may Party may: (d) elect not to complete the transactions contemplated hereby pursuant to by virtue of any of the conditions for its benefit contained in sections 5.1Section 6.1, 5.2 6.2 or 5.3 hereof 6.3 not being satisfied or waived; or (e) exercise any termination right arising therefrom; provided, however, that that: (i) promptly and in any event prior to the Effective TimeFiling Date, the party Party hereto intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and ; and (ii) if any such notice is delivered, and a party hereto is proceeding Party proceeds diligently, at its own expense, to cure such matter, if such matter is susceptible to of being cured, the party hereto which Party that has delivered such notice may not terminate this Arrangement Agreement until the expiration lesser of a period of 15 days five (5) Business Days from the date of delivery of such noticenotice and the number of days remaining before the earlier of the Filing Date and the Completion Deadline.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto 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, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time (provided that this paragraph (a) shall not apply in the case of any event or state of facts resulting from actions or omissions of a Party which are permitted or required by this Agreement); or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto any Party hereunder prior to the Effective Time; or (c) result in the failure . Purchaser may not exercise their rights to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 11.2(a)(iii)(B) and JDS Silver may not exercise its right to terminate this Agreement pursuant to Section 11.2(a)(iv)(B) unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration of a period of 15 fifteen (15) business days from date such notice, and then only if such matter has not been cured by such date. If such notice has been delivered prior to either the making of delivery the application for the Final Order, such application and such filing shall be postponed until the expiry of such noticeperiod. For greater certainty, in the event that such matter is cured within the time period referred to herein without a Material Adverse Effect, this Agreement may not be terminated as a result of the cured breach.

Notice and Cure Provisions. Each party hereto shall give prompt notice to If either the Company, on the one hand, or the Purchaser, on the other parties hereto of the occurrencehand, or failure to occur, determines at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (c) result Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in the failure to satisfy this Agreement or any of the conditions precedent untrue representation and warranty contained in favor of this Agreement, such Party will so notify the other parties hereto contained Parties forthwith upon making such determination in sections 5.1order that the other Parties will have the right and opportunity to take such steps, 5.2 or 5.3 hereofat its own expense, as may be necessary for the case may bepurpose of fulfilling or performing such condition or curing such untrue representation and warranty within a reasonable period of time, but in no event later than the Outside Date. Subject as herein providedNeither the Company, a party hereto on the one hand, nor the Purchaser, on the other hand, may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1, 5.2 or 5.3 hereof Article 9 or exercise any termination right arising therefrom; providedtherefrom unless forthwith, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is deliveredgiven, and a party hereto provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party giving such notice may not terminate this Arrangement Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 days Business Days from date of delivery of such notice.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeTransaction Confirmation Date, of any event or state of facts which occurrence or failure would, or would reasonably be likely to or couldto: (a) cause any of the representations or warranties of such party hereto the other Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Transaction Confirmation Date, as applicable; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto the other Party prior to the Effective TimeTransaction Confirmation Date; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto its favour contained in sections 5.1Sections 6.1, 5.2 6.2 or 5.3 hereof6.3, as the case may be. Subject as herein provided, a party hereto A Party may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 or 5.3 hereof or and exercise any termination right arising therefrom; in its favour set forth in Section 6.1, 6.2 or 6.3 as applicable provided, however, that that: (i) promptly forthwith and in any event prior to the Effective TimeTransaction Confirmation Date, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition precedent or termination right, as the case may be, and ; and (ii) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to capable of being cured, the party hereto which has delivered such notice other Party may not terminate this Arrangement Agreement until the earlier of November 20, 2008, and the expiration of a period of 15 45 days from such notice. If such notice has been delivered prior to the date of delivery the Fording Meeting, Fording shall have the right, but not the obligation, to postpone such meeting until the expiry of such noticeperiod.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto 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 pursuant to its terms and the Effective Time, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time (provided that this paragraph (a) shall not apply in the case of any event or state of facts resulting from actions or omissions of L▇▇▇▇▇ which are permitted or required by this Agreement); or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto any Party hereunder prior to the Effective Time; or (c) result in the failure . HudBay may not exercise its right to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Sections 8.2.1(c)(ii) and 8.2.1(c)(iii) and L▇▇▇▇▇ may not exercise its right to terminate this Agreement pursuant to Sections 8.2.1(d)(ii) and 8.2.1(d)(iii), unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition or termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such notice.

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties hereto of them of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party Party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party Party hereto prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties Party hereto contained in sections Section 5.1, Section 5.2 or Section 5.3 hereof, as the case may be. Subject as herein provided, a party Party hereto may elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions contained in sections Section 5.1, Section 5.2 or Section 5.3 hereof not being satisfied or waived or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective TimeCompletion Deadline, the party Party hereto intending to rely thereon has delivered a written notice to the other parties Party hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party Party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party Party hereto which that has delivered such notice may not terminate this Arrangement Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 fifteen (15) days from date of delivery of such notice. If such notice has been delivered prior to the date of the Carlisle Meeting, the Carlisle Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any respect on between the date hereof or on and the Effective Date;Time such that the condition set forth in Section 8.2(b) or Section 8.3(b) would fail to be satisfied; or (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Time; or (cTime such that the condition set forth in Section 8.2(a) result in the failure or Section 8.3(a) would fail to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may bebe satisfied. Subject as herein provided, a party hereto Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1Sections 8.1, 5.2 or 5.3 hereof 8.2 and 8.3 in favor of such Party, or exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective Time, the party intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, matter (if such matter is susceptible to being cured), the party hereto which has delivered Party delivering such notice may not terminate this Arrangement Agreement until the earlier of the Outside Date and the expiration of a period of 15 thirty (30) days from such notice. If such notice has been delivered prior to the date of delivery the QLT Meeting or Aegerion Meeting, such meeting or meetings shall be postponed until the expiry of such noticeperiod. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result of such matter.

Notice and Cure Provisions. Each party The parties hereto shall will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause 6.4.1 constitute a material breach of any of the representations or warranties of such party hereto the other contained herein or which would cause such representations and warranties to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date;; or (b) 6.4.2 result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto the other hereunder prior to the Effective Time; or (c) result in the failure to satisfy any Date. None of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the Arrangement or the other transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1Sections 6.1, 5.2 or 5.3 hereof 6.2 and 6.3, or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the unless forthwith such party intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the such party hereto delivering such notice is asserting as the basis for the non-fulfilment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, and a provided that such party hereto is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice other parties may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such noticeprior to April 30, 2003.

Notice and Cure Provisions. (a) Each party hereto shall Party will give prompt notice to the other parties hereto 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 be likely to or couldto: (ai) cause any of the representations or warranties of such party hereto any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time; or (bii) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto any Party hereunder prior to the Effective Time; or. (cb) result Purchaser may not exercise its rights to terminate this Agreement pursuant to Subsection 8.2(a)(iii)C (except in the failure case of a breach of Section 2.16, in which case this Section 6.4(b) shall not apply) and Terrace may not exercise its right to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Subsection 8.2(a)(iv)A unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration of a period of 15 days ten (10) Business Days from date of delivery of such notice., and then only if such matter has not been cured by such date. If such notice has been delivered by Terrace to the Purchaser less than ten

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto Parties of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (ai) cause any of the representations or warranties of such party hereto any other Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date, as applicable; (bii) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto any other Party prior to the Effective TimeDate; or (ciii) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto its favour contained in sections 5.1Sections 6.1, 5.2 6.2 or 5.3 hereof6.3, as the case may be. Subject as herein provided, a party hereto Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1Sections 6.1, 5.2 or 5.3 hereof 6.2 and 6.3 or exercise any termination right arising therefrom; provided, however, that (iA) promptly forthwith and in any event prior to the Effective Timefiling of the Final Order and Articles of Arrangement for acceptance by the Registrar, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Parties specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition precedent or termination right, as the case may be, be and (iiB) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice other Parties may not terminate this Arrangement Agreement until the later of November 30, 2005 and the expiration of a period of 15 30 days from such notice. If such notice has been delivered prior to the date of delivery the Company Meeting, Company shall have the right, but not the obligation, to postpone such meeting until the expiry of such noticeperiod.

Notice and Cure Provisions. (1) Each party hereto Party shall give prompt notice to promptly notify the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement closing condition to be complied with or satisfied by such party hereto prior Party under this Agreement. (2) Notification provided under this Section 4.12 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Time; orobligations of the Parties under this Agreement. (c3) result in the failure The Purchaser may not elect to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not exercise its right to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 7.2(d)(i) and the conditions contained in sections 5.1Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(c)(i), 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that unless the Party seeking to terminate the Agreement (ithe “Terminating Party”) promptly and in any event prior to the Effective Time, the party intending to rely thereon has delivered a written notice (“Termination Notice”) to the other parties hereto Party (the “Breaching Party”) specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering such notice is asserting Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date (with any intentional breach being deemed to be incurable), the Terminating Party may not exercise such termination right until the earlier of (a) the termination right, as the case may beOutside Date, and (iib) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter has not been cured by the date that is susceptible to being cured, the party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery twenty (20) Business Days following receipt of such noticeTermination Notice by the Breaching Party, such date.

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to Party on or before the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties hereto Party contained in sections 5.1Section 6.1, 5.2 6.2 or 5.3 hereof6.3, as the case may be. Subject as herein provided, a party hereto may Party may: (d) elect not to complete the transactions contemplated hereby pursuant to by virtue of any of the conditions for its benefit contained in sections 5.1Section 6.1, 5.2 6.2 or 5.3 hereof 6.3 not being satisfied or waived; or (e) exercise any termination right arising therefrom; provided, however, that that: (i) promptly and in any event prior to the Effective TimeDate, the party Party hereto intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and ; and (ii) if any such notice is delivered, and a party hereto is proceeding Party proceeds diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto which Party that has delivered such notice may not terminate this Arrangement Agreement until the expiration lesser of a period of 15 ten (10) days from the date of delivery of such noticenotice and the number of days remaining before the Effective Date.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, If any Party determines at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (c) result Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in the failure to satisfy any of the conditions precedent in favor of this Agreement, such Party will so notify the other parties hereto contained Party forthwith upon making such determination in sections 5.1order that the other Party will have the right and opportunity to take such steps, 5.2 or 5.3 hereofat its own expense, as may be necessary for the case may bepurpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Subject as herein provided, a party hereto Neither the Company nor the Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1, 5.2 or 5.3 Article 7 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and in any event prior to the Effective Time, Outside Date the party Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is deliveredgiven, and a party hereto provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party giving such notice may not terminate this Arrangement Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 days Business Days from such notice. If such notice has been given prior to the date of delivery the Company Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such noticeperiod (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeClosing Date, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or on and the Effective Closing Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective TimeClosing Date; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties Party hereto contained in sections Sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections Sections 5.1, 5.2 or 5.3 hereof in favour of such Party, or exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective TimeClosing Date, the party intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party delivering such notice may not terminate this Arrangement Agreement until the earlier of the Outside Date and the expiration of a period of 15 days ten (10) Business Days from date of delivery of such notice.

Notice and Cure Provisions. ‌ Each party hereto Party shall give prompt notice to the other parties hereto Other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto that Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party any that Party hereto prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties hereto Party contained in sections 5.16.1, 5.2 6.2 or 5.3 6.3 hereof, as the case may be. Subject as herein provided, a party Party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions provisions contained in sections 5.16.1, 5.2 6.2 or 5.3 6.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Timefiling of the Articles of Arrangement, the party Party hereto intending to rely thereon has delivered a written notice to the other parties Other Party hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the party Party hereto delivering such notice is asserting as the basis for the exercise non-fulfillment of the applicable condition or termination right, as the case may be, and (ii) if any such notice is delivered, and a party Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party Party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days five Business Days from date of delivery of such notice, except that in no event shall any cure notice extend beyond December 23, 2016.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or on and the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties Party hereto contained in sections Section 5.1, 5.2 or 5.3 hereofand 5.3, as the case may be. Subject as herein provided, a party hereto Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections Sections 5.1, 5.2 or and 5.3 hereof in favour of such Party, or exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective TimeDate, the party intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party delivering such notice may not terminate this Arrangement Agreement until the earlier of the Outside Date and the expiration of a period of 15 days ten Business Days from such notice. If such notice has been delivered prior to the date of delivery the ValGold Meeting, such meeting shall be postponed until the expiry of such noticeperiod. If such notice has been delivered prior to the making of the application for the Final Order, such application shall be postponed until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result of such matter.

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the valid termination of this Agreement under Section 7.3 and the Effective TimeDate, of any event or change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate, which occurrence or failure would, or would be likely to or couldreasonably expected to: (a) cause any of the representations or warranties of such party Party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party Party hereto prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties Party hereto contained in sections Section 5.1, Section 5.2 or 5.3 hereofSection 5.3, as the case may be. Subject as herein provided, a party A Party hereto may elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions contained in sections Section 5.1, Section 5.2 or Section 5.3 hereof not being satisfied or waived or exercise any termination right arising therefromtherefrom pursuant to Section 7.3; provided, however, that (i) promptly and in any event prior to the Effective TimeCompletion Deadline, the party Party hereto intending to rely thereon has delivered a written notice to the other parties Party hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party Party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to capable of being cured, the party Party hereto which that has delivered such notice may not terminate this Arrangement Agreement until the earlier of (A) the Completion Deadline and, (B) the expiration of a period of 15 fifteen (15) days from date of delivery of such notice. If such notice has been delivered prior to the date of the XS Meeting, the XS Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party Party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party Party hereto prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties Party hereto contained in sections 5.1, Section 5.2 and Section 5.3 or 5.3 hereofSection 5.4, as the case may be. Subject as herein provided, a party Party hereto may (a) elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions contained in sections 5.1Section 5.2 and Section 5.3 or Section 5.4, 5.2 as applicable, not being satisfied or 5.3 hereof waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective TimeDate, the party Party hereto intending to rely thereon has delivered a written notice to the other parties Party hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party Party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to capable of being cured, the party Party hereto which that has delivered such notice may not terminate this Arrangement Agreement until the earlier of the Outside Date and the expiration of a period of 15 days 20 Business Days from date of delivery of such notice. If such notice has been delivered prior to the date of the ▇▇▇▇▇▇▇▇▇▇▇ Meeting, the ▇▇▇▇▇▇▇▇▇▇▇ Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt written notice to the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeClosing, of any event or state of facts which occurrence or failure would, or would reasonably be likely to or couldto: (a) cause any of the representations or warranties of such party hereto any other Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective DateClosing, as applicable; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto any other Party prior to the Effective TimeClosing; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto its favour contained in sections 5.1Sections 6.1, 5.2 6.2 or 5.3 hereof6.3, as the case may be. Subject as herein provided, a party hereto Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent in its favour contained in sections 5.1Sections 6.1, 5.2 or 5.3 hereof 6.2 and 6.3, as applicable, or exercise any termination right arising therefrom; therefrom provided, however, that that: (iA) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition precedent or termination right, as the case may be, and (iiB) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to capable of being cured, the party hereto which has delivered such notice other Party may not terminate this Arrangement Agreement until the earlier of March 31, 2009 and the expiration of a period of 15 days from such notice. If such notice has been delivered prior to the date of delivery the Meeting, the Seller shall have the right, but not the obligation, to postpone such meeting until the expiry of such noticeperiod.

Notice and Cure Provisions. (a) Each party hereto Party shall give prompt notice to the other parties hereto Party 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 be reasonably likely to or couldto: (ai) cause any of the representations or warranties of such party hereto either Party contained herein to be untrue or inaccurate in any material respect on at any time from the date hereof or on to the Effective Date;Time; or (bii) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto either Party hereunder prior to the Effective Time; or. (cb) result in the failure The Purchaser Parties may not exercise their right to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 8.2(c)(ii) [Termination By the conditions contained in sections 5.1, 5.2 or 5.3 hereof or Purchaser Parties] and the Company may not exercise any termination its right arising therefrom; provided, however, that (ito terminate this Agreement pursuant to Section 8.2(d)(i) promptly and in any event prior [Termination By the Company] unless the Party seeking to terminate the Effective Time, the party intending to rely thereon has Agreement shall have delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which that the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such mattermatter and such matter is capable of being cured, no Party may 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 notice by the Party to whom the notice was delivered, if such matter is susceptible to being cured, the party hereto which has delivered not been cured by such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such noticedate.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto others of them of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, would or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date; (b) result in the failure to comply in any material respect with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties hereto contained in sections Section 5.1, 5.2 , 5.3, 5.4, 5.5 or 5.3 hereof5.6, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby pursuant to by virtue of any of the conditions for its benefit contained in sections Section 5.1, 5.2 5.2, 5.3, 5.4, 5.5 or 5.3 hereof 5.6 not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective TimeDate, the party hereto intending to rely thereon has delivered a written notice to the other parties party hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding proceeds diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto which that has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such notice.

Notice and Cure Provisions. (1) Each party hereto shall Party will give prompt notice to the other parties hereto 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, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Time; or. (c2) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 set forth herein or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly therefrom and no payments are payable as a result of such election pursuant to Section 9.3 unless forthwith and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered provided a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such mattermatter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of (i) the Outside Date, and (ii) the date that is ten (10) Business Days following receipt of such notice by the Party to whom the notice was delivered, if such matter is susceptible to being cured, the party hereto which has delivered not been cured by such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such noticedate.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, If any Party determines at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (c) result Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in the failure to satisfy any of the conditions precedent in favor of this Agreement, such Party will so notify the other parties hereto contained Party forthwith upon making such determination in sections 5.1order that the other Party will have the right and opportunity to take such steps, 5.2 or 5.3 hereofat its own expense, as may be necessary for the case may bepurpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Subject as herein provided, a party hereto Neither Zazu nor Solitario may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1, 5.2 or 5.3 Article 7 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and in any event prior to the Effective Time, Time the party Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is deliveredgiven, and a party hereto provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party giving such notice may not terminate this Arrangement Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 days 10 Business Days from such notice. If such notice has been given prior to the date of delivery the Zazu Meeting and the Solitario Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such noticeperiod (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto 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, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Time; or (c) result in the failure . SciVac may not exercise its rights to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 9.2(c)(iii) and ▇▇▇▇▇ may not exercise its right to terminate this Agreement pursuant to Section 9.2(d)(iii) unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration of a period of 15 days 10 Business Days from date such notice, and then only if such matter has not been cured by such date. If such notice has been delivered prior to the making of delivery the application for the Final Order or the ▇▇▇▇▇ Meeting, such application and/or such filing shall be postponed until the expiry of such noticeperiod.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto 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, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto either Party contained herein qualified as to materiality to be untrue or inaccurate or any of those not so qualified to be untrue or inaccurate in any material respect on the date hereof hereof, at the Mailing Date, the Expiry Date or on at the Effective Date;; or (b) result in the failure to comply in all material respects with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto either Party hereunder prior to the Mailing Date or the Expiry Date or at the Effective Time; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may beDate. Subject as herein provided, a party hereto No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 set forth herein or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly therefrom and no payments are payable as a result of such election pursuant to Section 7.3 unless forthwith and in any event prior to the Effective TimeDate, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which that the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration of a period of 15 ten business days from date of delivery of such notice.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto 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, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to hereinto be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time; or (b) result in the failure to comply with or satisfy any covenant or agreement covenant, condition oragreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Time; or (c) result in the failure . Acquiror may not exercise its rights to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 9.2(c)(iii) and Target may not exercise its right to terminate this Agreement pursuant to Section 9.2(d)(iii) unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration of a period of 15 days 10 Business Days from date such notice, and then only if such matter has not been cured by such date. If such notice has been delivered prior to the making of delivery the application for the Final Order or the Target Meeting, such application and/or such filing shall be postponed until the expiry of such noticeperiod.

Notice and Cure Provisions. Each party hereto Party shall give prompt notice to the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, would be likely to or couldcould reasonably be expected to: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties hereto Party contained in sections Section 5.1, Section 5.2 or 5.3 hereofSection 5.3, as the case may be. Subject as herein provided, a party hereto Party may (i) elect not to complete the transactions contemplated hereby pursuant to Transaction by virtue of the conditions contained in sections Section 5.1, Section 5.2 or Section 5.3 hereof not being satisfied or waived or exercise any termination right, arising therefrom or (ii) exercise any termination right arising therefrom; provided, however, that (iA) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (iiB) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to of being cured, the party hereto which Party that has delivered such notice may not terminate this Arrangement Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 days from the date of delivery of such notice. If such notice has been delivered prior to the date of the HPB Meeting, the HPB Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Arrangement Agreement and the Effective Time, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto either Party contained herein qualified as to materiality to be untrue or inaccurate or any of those not so qualified to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;; or (b) result in the failure to comply with or satisfy any (i) covenant in all material respects, or agreement (ii) condition to be complied with or satisfied by such party hereto either Party hereunder prior to the Effective Time; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may beDate. Subject as herein provided, a party hereto No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 set forth herein or 5.3 hereof or exercise any termination right arising therefrom; providedtherefrom under Section 8.02(1)(b) or Section 8.02(1)(c) and no payments are payable as a result of such election pursuant to Section 7.04 unless, however, that (i) promptly and in any event prior to the Effective TimeDate, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration earlier of a period of 15 (i) the Outside Date, and (ii) the date that is 30 days from date of delivery following receipt of such noticenotice by the Party to whom the notice was delivered, if such matter has not been cured by such date.

Notice and Cure Provisions. (a) Each party hereto shall Party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the Effective Time, Time or the termination of this Agreement in accordance with its terms of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (ai) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time; or (bii) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto Party hereunder in any material respect prior to the Effective Time; or. (cb) result in The Purchaser may not exercise its right to terminate this Agreement pursuant to Section 6.3(b)(i) on account of the failure to satisfy any be satisfied of the conditions precedent set forth in favor Sections 5.4(a), 5.4(b), 5.4(c), 5.4(d), or 5.4(e), and the Partnership, GP and the Corporation may not exercise their rights to terminate this Agreement pursuant to Section 6.3(b)(i) on account of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not failure to complete the transactions contemplated hereby pursuant to be satisfied of the conditions contained set forth in sections 5.1Sections 5.2(a) or Section 5.2(b), 5.2 Section 5.3(a) or 5.3 hereof Section 5.3(b), or exercise any termination right arising therefrom; providedSection 6.3(d)(ii), however, that (i) promptly and in any event prior each case unless the Party seeking to terminate the Effective Time, the party intending to rely thereon has Agreement shall have delivered a written notice to the other parties hereto Parties specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which that the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such mattermatter and such matter is capable of being cured, no Party may 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 notice by the Party to whom the notice was delivered, if such matter is susceptible to being cured, the party hereto which has delivered not been cured by such date. If such notice may not terminate this Arrangement Agreement has been delivered prior to the date of the Partnership Meeting, such meeting shall, unless the Parties agree otherwise, be postponed or adjourned until the expiration of a period of 15 days from date of delivery expiry of such noticeperiod (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. (a) Each party hereto Party shall give prompt notice to the other parties hereto Other Party of the occurrence, or failure to occur, at any time from the date hereof until Agreement Date to the Effective TimeDate, of any event or state of facts which occurrence or failure that would, or would be likely to or couldto: (ai) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;; or (bii) result in the failure to comply with or satisfy any covenant or agreement condition to be complied with or satisfied by such party hereto either Party hereunder prior to or at the Effective Time; orDate, in each case to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the case of Veren’s representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of Whitecap’s representations, warranties and covenants, would not be capable of being satisfied at any time from the Agreement Date until the Effective Date. No such notification shall affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (cb) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto Neither Veren nor Whitecap may elect not to complete the transactions contemplated hereby pursuant to the conditions contained terminate this Agreement as provided for in sections 5.1Section 9.1(c) unless promptly, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, issuance of the party Certificate: (i) the Party intending to rely thereon has delivered a written notice to the other parties hereto Other Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which that the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfillment of the termination rightapplicable condition or conditions precedent and shall provide in such notice that the Other Party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within ten (10) days after receipt of such notice (except that no cure period shall be provided for a breach that, as by its nature, cannot be cured and, in no event, shall any cure period extend beyond the case may be, Outside Date); and (ii) if any the breaches of covenants, representations and warranties or other matters specified in such notice have not been cured by the date that is deliveredthe earlier of the Outside Date and the date that is ten (10) days after receipt of such notice, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, date shall be the party hereto which has delivered termination date. More than one such notice may not terminate this Arrangement Agreement until the expiration of be delivered by a period of 15 days from date of delivery of such noticeParty.

Notice and Cure Provisions. (a) Each party hereto shall Party will give prompt notice to the other parties hereto 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 be reasonably likely to or couldto: (ai) cause any of the representations or warranties of such party hereto any Party contained herein to be untrue or inaccurate in any material respect on at any time from the date hereof or on to the Effective Date;Time; or (bii) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto any Party hereunder prior to the Effective Time; or. (cb) result in the failure The Parent may not exercise their respective rights to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 8.2(c)(ii) and DirectCash may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(i) unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior Party seeking to terminate the Effective Time, the party intending to rely thereon has Agreement shall have delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which obligations that the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such mattermatter and such matter is capable of being cured prior to the Outside Date, no Party may exercise such termination right, until the earlier of: (i) the Outside Date; and (ii) the date that is ten (10) Business Days following receipt of such notice by the Party to whom the notice was delivered if such matter is susceptible to being cured, the party hereto which has delivered not been cured by such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such noticedate.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto 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, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Time; or (c) result in the failure . Acquiror may not exercise its rights to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 8.2(c)(iii) and Company may not exercise its right to terminate this Agreement pursuant to Section 8.2(d)(iii) unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition or for the applicable termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration of a period of 15 days 10 Business Days from date such notice, and then only if such matter has not been cured by such date. If such notice has been delivered prior to the making of delivery the application for the Final Order or the Special Meeting, such application and/or meeting shall be postponed, if and to the extent necessary, until the expiry of such noticeperiod.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, If any Party determines at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (c) result Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in the failure to satisfy any of the conditions precedent in favor of this Agreement, such Party will so notify the other parties hereto contained Party forthwith upon making such determination in sections 5.1order that the other Party will have the right and opportunity to take such steps, 5.2 or 5.3 hereofat its own expense, as may be necessary for the case may bepurpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Subject as herein provided, a party hereto Neither Lake Shore nor Tahoe may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1, 5.2 or 5.3 Article 7 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and in any event prior to the Effective Time, Time the party Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is deliveredgiven, and a party hereto provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party giving such notice may not terminate this Arrangement Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 days 10 Business Days from such notice. If such notice has been given prior to the date of delivery the Lake Shore Meeting and the Tahoe Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such noticeperiod (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties Parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party Party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Closing Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party Party hereto prior to the Effective Time; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties Parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party Party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties Parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the party Party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party Party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such notice.

Notice and Cure Provisions. ‌ (a) Each party hereto Party shall give prompt notice to promptly notify the other parties hereto Party in writing of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the Effective TimeTime and the termination of this Agreement in accordance with its terms, of any event or state of facts which occurrence or failure would, or would reasonably be likely to or couldexpected to: (ai) cause any of the representations or warranties of such party hereto Party contained herein in this Agreement to be untrue or inaccurate in any respect on the date hereof or on the Effective Datematerial respect; (bii) give rise to or result in the in, a failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto prior to the Effective TimeParty under this Agreement; or (ciii) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto its favour contained in sections 5.1Sections 6.1, 5.2 6.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the party hereto delivering such notice is asserting as the basis for the exercise of the termination right6.3, as the case may be, in each case to the extent that the conditions in Section 6.2(a) and (ii) if any such notice is deliveredSection 6.2(b), in the case of ▇▇▇▇▇▇▇▇’▇ representations, warranties and covenants, and a party hereto is proceeding diligentlySection 6.3(a) and Section 6.3(b), in the case of Agnico’s representations, warranties and covenants, would not be capable of being satisfied at its own expenseany time from the date hereof until the Effective Date. (b) Notification provided under this Section 4.10 will not affect the representations, warranties, covenants, conditions, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice obligations of the Parties under this Agreement. (c) ▇▇▇▇▇▇▇▇ may not elect to exercise its right to terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such notice.pursuant to Section 7.2(a)(iii)(A) [

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any respect on between the date hereof or on and the Effective Date;Time such that the condition set forth in Section 8.2(b) or Section 8.3(b) would fail to be satisfied; or (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Time; or (cTime such that the condition set forth in Section 8.2(a) result in the failure or Section 8.3(a) would fail to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may bebe satisfied. Subject as herein provided, a party hereto Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1Sections 8.1, 5.2 or 5.3 hereof 8.2 and 8.3 in favor of such Party, or exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective Time, the party intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, matter (if such matter is susceptible to being cured), the party hereto which has delivered Party delivering such notice may not terminate this Arrangement Agreement until the earlier of the Outside Date and the expiration of a period of 15 thirty (30) days from such notice. If such notice has been delivered prior to the date of delivery the Acasti Meeting, such meeting shall be postponed until the expiry of such noticeperiod. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result of such matter.

Notice and Cure Provisions. (a) Each party hereto Party shall give prompt notice to the other parties hereto Other Party of the occurrence, or failure to occur, at any time from the date hereof until Agreement Date to the Effective TimeDate, of any event or state of facts which occurrence or failure that would, or would be likely to or couldto: (ai) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on the date hereof Agreement Date or on at the Effective Date;; or (bii) result in the failure to comply with or satisfy any covenant or agreement condition to be complied with or satisfied by such party hereto either Party hereunder prior to or at the Effective Time; orDate, in each case to the extent that the conditions in Section 6.2(a) and Section 6.2(b), in the case of NuVista’s representations, warranties and covenants, and Section 6.3(a) and Section 6.3(b), in the case of Parent’s and Purchaser’s representations, warranties and covenants, would not be capable of being satisfied at any time from the Agreement Date until the Effective Date. No such notification shall affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder. (cb) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1Neither NuVista, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto Parent nor Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions contained terminate this Agreement as provided for in sections 5.1Section 9.1(c) unless promptly, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, issuance of the party Certificate: (i) the Party intending to rely thereon has delivered a written notice to the other parties hereto Other Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which that the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfillment of the termination right, as applicable condition or conditions precedent and shall provide in such notice that the Other Party shall be entitled to cure any breach of a covenant or representation and warranty or other matters within ten (10) days after receipt of such notice (except that no cure period shall be provided and this Section 6.4(b) shall not apply in the case may beof a breach that, by its nature, cannot be cured and, in no event, shall any cure period extend beyond the Outside Date); and (ii) if any the breaches of covenants, representations and warranties or other matters specified in such notice have not been cured by the date that is deliveredthe earlier of the Outside Date and the date that is ten (10) days after receipt of such notice, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, date shall be the party hereto which has delivered termination date. More than one such notice may not terminate this Arrangement Agreement until the expiration of be delivered by a period of 15 days from date of delivery of such noticeParty.

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties Parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party Party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Closing Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party Party hereto prior to the Effective Time; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties Parties hereto contained in sections Sections 5.1, 5.2 or 5.3 hereofof this Agreement, as the case may be. Subject as herein provided, a party Party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections Sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties Parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the party Party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party Party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such notice.

Notice and Cure Provisions. Each party hereto shall will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such any party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such any party hereto hereunder prior to the Effective Time; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may beDate. Subject as herein provided, a No party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1, 5.2 Sections 8.1 and 8.2 or 5.3 hereof or exercise any termination right arising therefrom; providedtherefrom and no fees are payable under Section 11, however, that (i) promptly unless forthwith and in any event prior to the Effective Timefiling of the Final Order for acceptance by the Director, the party intending to rely thereon has delivered a written notice to the other parties hereto party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition precedent or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the no party hereto which has delivered such notice may not terminate this Arrangement Agreement until the later of August 31, 1998 and the expiration of a period of 15 10 days from date of delivery of such notice.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, If any Party determines at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (c) result Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in the failure to satisfy any of the conditions precedent in favor of this Agreement, such Party will so notify the other parties hereto contained Party forthwith upon making such determination in sections 5.1order that the other Party will have the right and opportunity to take such steps, 5.2 or 5.3 hereofat its own expense, as may be necessary for the case may bepurpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Subject as herein provided, a party hereto Neither the Company nor the Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1, 5.2 or 5.3 Article 7 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and in any event prior to the Effective Time, Time the party Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is deliveredgiven, and a party hereto provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party giving such notice may not terminate this Arrangement Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 days 10 Business Days from such notice. If such notice has been given prior to the date of delivery the Exeter Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such noticeperiod (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. ‌ (1) Each party hereto shall give prompt notice to Party will promptly notify the other parties hereto Parties of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or on to the Effective Date;Time; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; orParty under this Agreement. (c2) result in the failure The Purchaser may not elect to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not exercise its right to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 7.2(1)(d)(i) or Section 7.2(1)(d)(ii)(C) and Pure LP may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i) unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that Party seeking to terminate this Agreement (ithe “Terminating Party”) promptly and in any event prior to the Effective Time, the party intending to rely thereon has delivered a written notice (“Termination Notice”) to the other parties hereto Party (the “Breaching Party”) specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering such notice is asserting Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto Breaching Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible capable of being cured prior to being curedthe Outside Date, the party hereto which has delivered such notice Terminating Party may not terminate this Arrangement Agreement exercise such termination right until the expiration earlier of a period of 15 days from date of delivery of such notice.(a) the Outside Date, and‌

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, If any Party determines at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (c) result Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in the failure to satisfy any of the conditions precedent in favor of this Agreement, such Party will so notify the other parties hereto contained Party forthwith upon making such determination in sections 5.1order that the other Party will have the right and opportunity to take such steps, 5.2 or 5.3 hereofat its own expense, as may be necessary for the case may bepurpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Subject as herein provided, a party hereto Neither the Company nor the Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1, 5.2 or 5.3 Article 7 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and in any event prior to the Effective Time, Time the party Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is deliveredgiven, and a party hereto provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party giving such notice may not terminate this Arrangement Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 days 30 Business Days from such notice. If such notice has been given prior to the date of delivery the Company Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such noticeperiod (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. (1) Each party hereto Party shall give prompt notice to promptly notify the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or on of this Agreement to the Effective Date;Time; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto prior Party under this Agreement. (2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Time; orobligations of the Parties under this Agreement. (c3) result in the failure The Purchaser may not elect to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not exercise its right to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 7.2(1)(d)(i) or Section 7.2(1)(d)(iv) and the conditions contained in sections 5.1Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i) or Section 7.2(1)(c)(iii), 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that unless the Party seeking to terminate the Agreement (ithe “Terminating Party”) promptly and in any event prior to the Effective Time, the party intending to rely thereon has delivered a written notice (“Termination Notice”) to the other parties hereto Party (the “Breaching Party”) specifying in reasonable detail the all breaches of covenants covenants, or untruthfulness or inaccuracy of incorrect representations and warranties or other matters which the party hereto delivering such notice is asserting Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto Breaching Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible capable of being cured prior to the Outside Date (with any intentional breach being cureddeemed to be incurable), the party hereto which has delivered such notice Terminating Party may not terminate this Arrangement Agreement exercise such termination right until the expiration earlier of a period of 15 days from date of delivery of such notice.(a) the Outside Date, and

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, If any Party determines at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (c) result Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in the failure to satisfy any of the conditions precedent in favor of this Agreement, such Party will so notify the other parties hereto contained Party forthwith upon making such determination in sections 5.1order that the other Party will have the right and opportunity to take such steps, 5.2 or 5.3 hereofat its own expense, as may be necessary for the case may bepurpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Subject as herein provided, a party hereto Neither the Company nor the Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1, 5.2 or 5.3 Article 7 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and in any event prior to the Effective Time, Outside Date the party Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is deliveredgiven, and a party hereto provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party giving such notice may not terminate this Arrangement Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 days fifteen (15) Business Days from such notice. If such notice has been given prior to the date of delivery the Company Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such noticeperiod (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. (1) Each party hereto Party shall give prompt notice to promptly notify the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or on of this Agreement to the Effective Date;Time; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto prior Party under this Agreement. (2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Time; orobligations of the Parties under this Agreement. (c3) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 set forth herein or 5.3 hereof or exercise any termination right arising therefrom; providedtherefrom under Section 7.2(1)(c)(i) or Section 7.2(1)(d)(i) and no payments are payable as a result of such termination under this Agreement unless, however, that (i) promptly and in any event prior to the Effective TimeDate, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, delivered by a Party and a party hereto the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration of a period of 15 days ten (10) Business Days from date of delivery of such notice.

Notice and Cure Provisions. Each party hereto shall will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeClosing Date, of any event or state of facts which occurrence or failure would, would or would be likely to or couldto: (a) cause any of the representations or warranties of such any party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Closing Date;; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such any party hereto hereunder prior to the Effective Time; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may beClosing Date. Subject as herein provided, a No party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1, 5.2 4.1 or 5.3 hereof 4.2 or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, under section 6.2 unless the party intending to rely thereon has delivered forthwith a written notice to the other parties hereto prior to the Time of Closing specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering such notice is asserting as the basis for the exercise non-fulfillment of the applicable condition precedent or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the no party hereto which has delivered such notice may not terminate this Arrangement Agreement until February 15, 2008 (or such other date as the expiration of a period of 15 days from date of delivery of such noticeparties hereto may mutually agree).

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective TimeClosing Date, the party hereto intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such notice.

Notice and Cure Provisions. Each party hereto Party shall give prompt notice to the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeFiling Date, of any event or state of facts which occurrence or failure would, would be likely to to, or couldcould reasonably be expected to: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Filing Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party prior to the Effective TimeFiling Date; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties hereto Party contained in sections Section 5.1, Section 5.2 or Section 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may Party may: (a) elect not to complete the transactions contemplated hereby pursuant to Transaction by virtue of the conditions contained in sections Section 5.1, Section 5.2 or Section 5.3 hereof not being satisfied or waived; or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Timefiling of the Articles of Merger with the BVI Registrar, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to of being cured, the party hereto which Party that has delivered such notice may not terminate this Arrangement Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 ten days from following the date of delivery of such notice.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto 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, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time (provided that this paragraph (a) shall not apply in the case of any event or state of facts resulting from actions or omissions of a Party which are permitted or required by this Agreement); or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto any Party hereunder prior to the Effective Time; or (c) result in the failure . Eldorado and Subco may not exercise their rights to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 8.2.1(c)(iii) and Brazauro may not exercise its right to terminate this Agreement pursuant to Section 8.2.1(d)(iii) unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration of a period of 15 fifteen business days from date such notice, and then only if such matter has not been cured by such date. If such notice has been delivered prior to either the making of delivery the application for the Final Order, such application and such filing shall be postponed until the expiry of such noticeperiod. For greater certainty, in the event that such matter is cured within the time period referred to herein without a Material Adverse Effect, this Agreement may not be terminated as a result of the cured breach.

Notice and Cure Provisions. (1) Each party hereto Party shall give prompt notice to promptly notify the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or on of this Agreement to the Effective Date;; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto prior Party under this Agreement. (2) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Time; orobligations of the Parties under this Agreement. (c3) result in the failure SNDL may not elect to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not exercise its right to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 7.2(1)(d)(i) and the conditions contained in sections 5.1Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.2(1)(c)(i), 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that unless the Party seeking to terminate this Agreement (ithe “Terminating Party”) promptly and in any event prior to the Effective Time, the party intending to rely thereon has delivered a written notice (“Termination Notice”) to the other parties hereto Party (the “Breaching Party”) specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering such notice is asserting Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right until the earlier of (a) the termination right, as the case may beOutside Date, and (iib) if any the date that is 10 Business Days following receipt of such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matterTermination Notice by the Breaching Party, if such matter is susceptible to being cured, the party hereto which has delivered not been cured by such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such noticedate.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto 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, Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Time; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective Time; or (c) result in the failure . SciVac may not exercise its rights to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 9.2(c)(iii) and ▇▇▇▇▇ may not exercise its right to terminate this Agreement pursuant to Section 9.2(d)(iii) unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise of non- fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration of a period of 15 days 10 Business Days from date such notice, and then only if such matter has not been cured by such date. If such notice has been delivered prior to the making of delivery the application for the Final Order or the ▇▇▇▇▇ Meeting, such application and/or such filing shall be postponed until the expiry of such noticeperiod.

Notice and Cure Provisions. Each party hereto Party shall give prompt notice to promptly notify the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or on of this Agreement to the Effective Date;Time; or (b) result in the failure failure, in any material respect, to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto prior Party under this Agreement. 142 BC may not elect to the Effective Time; or (c) result in the failure exercise its right to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 7.03(a) and the conditions contained in sections 5.1Company may not elect to exercise its right to terminate this Agreement pursuant to Section 7.04(a), 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to unless the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy covenants, inaccuracies of representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfillment of the applicable condition or the availability of a termination right, as the case may be, and (ii) if . If any such notice is delivereddelivered with respect to a matter that is capable of being cured, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, no Party may terminate this Agreement until the earlier of: (i) the Outside Date; and (ii) the date that is ten (10) Business Days from the date of receipt of such notice, if such matter is susceptible to being cured, the party hereto which has delivered not been cured by such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such noticedate.

Notice and Cure Provisions. (1) Each party hereto Party shall give prompt notice to promptly notify the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure that would, or would be likely to or couldreasonably expected to: (a) cause any of the representations or warranties of such party hereto Party contained herein in this Agreement to be untrue or inaccurate in any material respect on (or in all respects if already qualified by reference to “material”, “Material Adverse Effect” or other concept of materiality) at any time during the date hereof or on the Effective Date;Interim Period; or (b) result in the failure failure, in any material respect, to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto Party prior to or at the Effective Time; orTime under this Agreement. (c2) result in Notification provided under this Section 4.8 will not be deemed to cure any breach of or otherwise affect the failure to satisfy any representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions precedent in favor to the obligations of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect Parties under this Agreement. (3) The Parent shall not be permitted to complete the transactions contemplated hereby exercise its right to terminate this Agreement pursuant to Section 7.2(4)(a) and the conditions contained in sections 5.1Corporation shall not be permitted to exercise its right to terminate this Agreement pursuant to Section 7.2(3)(a), 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that unless the Party seeking to terminate this Agreement (ithe Terminating Party) promptly and in any event prior to the Effective Time, the party intending to rely thereon has delivered a written notice (a Termination Notice) to the other parties hereto Party (the Breaching Party) specifying in reasonable detail the all breaches of covenants covenants, or untruthfulness incorrect or inaccuracy of inaccurate representations and warranties or other matters which the party hereto delivering such notice is asserting Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the Breaching Party is proceeding diligently to cure such matter and such matter is capable of being cured prior to the Outside Date, the Terminating Party may not exercise such termination right if such matter has been cured prior to the earlier of (a) the termination right, as the case may beOutside Date, and (iib) if any such notice the date that is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery twenty (20) Business Days following receipt of such noticeTermination Notice by the Breaching Party.

Notice and Cure Provisions. Each party hereto Party shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, earlier to occur of the termination of this Agreement and the Closing Time of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto any Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;Closing Time; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto any Party hereunder prior to the Effective Closing Time; or (c) result in the failure . The Purchaser may not exercise its right to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 9.1.1(c) and IAMGOLD may not exercise its right to terminate this Agreement pursuant to Section 9.1.1(d) unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior Party seeking to terminate the Effective Time, the party intending to rely thereon has Agreement shall have delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration of a period of 15 days the earlier of: (a) ten (10) Business Days from date of delivery the receipt of such notice, and (b) the Outside Date provided that such matter has not been cured by such earlier date (such date being referred to as the “Cure Date”).

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would reasonably be likely to or couldto: (a) cause any of the representations or warranties of such either party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date; (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such either party hereto prior to or at the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto its favour contained in sections 5.1Sections 6.1, 5.2 6.2 or 5.3 hereof6.3, as the case may be. Subject Except as herein provided, a party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1Sections 6.1, 5.2 6.2 or 5.3 hereof 6.3 or exercise any termination right arising therefrom; provided, however, provided that (i) promptly promptly, and in any event prior to the Effective Time, the party intending to rely thereon has delivered a written notice to the other parties hereto party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering such notice is asserting as the basis for the exercise non- fulfillment of the applicable condition precedent or termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the other party hereto which has delivered such notice may not terminate this Arrangement Agreement until unless the default or breach shall not have been cured at the earlier of the Effective Date and the expiration of a period of 15 10 days from the date of delivery of such notice.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or on and the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties Party hereto contained in sections Section 5.1, 5.2 or 5.3 hereofand 5.3, as the case may be. Subject as herein provided, a party hereto Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections Sections 5.1, 5.2 or and 5.3 hereof in favour of such Party, or exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective TimeDate, the party intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party delivering such notice may not terminate this Arrangement Agreement until the earlier of the Outside Date and the expiration of a period of 15 days ten Business Days from such notice. If such notice has been delivered prior to the date of delivery the UMG Meeting, such meeting shall be postponed until the expiry of such noticeperiod. If such notice has been delivered prior to the making of the application for the Final Order, such application shall be postponed until the expiry of such period. For greater certainty, in the event that such matter is cured within the time period referred to herein, this Agreement may not be terminated as a result of such matter.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto Other Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto the Other Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date, as applicable; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto the Other Party prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto its favour contained in sections Sections 5.1, 5.2 or 5.3 hereof5.3, as the case may be. Subject as herein provided, a party hereto A Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections Sections 5.1, 5.2 or and 5.3 hereof or exercise any termination right arising therefrom; provided, however, that that: (i) promptly forthwith and in any event prior to the Effective Timefiling of the Final Order and Articles of Arrangement for acceptance by the Registrar, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Other Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition precedent or termination right, as the case may be, and ; and (ii) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice Other Party may not terminate this Arrangement Agreement until the earlier of the Outside Date and the expiration of a period of 15 days five Business Days from such notice. If such notice has been delivered prior to the date of delivery the Special Meeting, Harvest shall have the right, but not the obligation, to postpone such Special Meeting until the expiry of such noticeperiod.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, If any Party determines at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (c) result Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in the failure to satisfy any of the conditions precedent in favor of this Agreement, such Party will so notify the other parties hereto contained Party forthwith upon making such determination in sections 5.1order that the other Party will have the right and opportunity to take such steps, 5.2 or 5.3 hereofat its own expense, as may be necessary for the case may bepurpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Subject as herein provided, a party hereto Neither the Company nor the Purchaser may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1, 5.2 or 5.3 Article 7 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly therefrom and no payments will be payable as a result of such election pursuant to Article 7 unless forthwith and in any event prior to the Effective Time, Time the party Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is deliveredgiven, and a party hereto provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party giving such notice may not terminate this Arrangement Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 days 10 Business Days from such notice. If such notice has been given prior to the date of delivery the Company Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such noticeperiod (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the earlier to occur of the termination of this Arrangement Agreement and the Effective Time, of any event or state of facts facts, which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto any Party contained herein qualified as to materiality to be untrue or inaccurate or any of those not so qualified to be untrue or inaccurate in any material respect on the date hereof or on at the Effective Date;; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto any Party hereunder prior to the Effective Time; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may beDate. Subject as herein provided, a party hereto No Party may elect not to complete the Arrangement or the other transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 set forth herein or 5.3 hereof or to exercise any termination right arising therefrom; providedtherefrom under Section 8.2(1)(b) or Section 8.2(1)(c) and no payments are payable as a result of such election pursuant to Section 7.3 or 7.4 unless, however, that (i) promptly and in any event prior to the Effective TimeDate, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise of non-fulfilment or the applicable condition or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible to capable of being cured, the party hereto which has delivered such notice no Party may not terminate this Arrangement Agreement until the expiration earlier of a period of 15 (i) the Outside Date, and (ii) the date that is 30 days from date of delivery following receipt of such noticenotice by the Party to whom the notice was delivered, if such matter has not been cured by such date.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such party hereto either Party contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date;; or (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto either Party hereunder prior to the Effective Time; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may beDate. Subject as herein provided, a party hereto No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1Sections 6.1, 5.2 or 5.3 hereof 6.2 and 6.3 or exercise any termination right arising therefrom; provided, however, that (i) promptly unless forthwith and in any event prior to the Effective Timefiling of the Final Order for acceptance by the Director, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition precedent or termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice other Party may not terminate this Arrangement Agreement until the later of September 30, 1998 and the expiration of a period of 15 30 days from such notice. If such notice has been delivered prior to the date of delivery the Avenor Meeting and the Bowater Meeting, such meetings shall be postponed until the expiry of such noticeperiod.

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party Party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective DateTime; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party Party hereto prior to the Effective Time; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto Party’s favour contained in sections 5.1Sections 6.1, 5.2 6.2 or 5.3 6.3 hereof, as the case may be. Subject as herein provided, a party Party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1Sections 6.1, 5.2 6.2 or 5.3 6.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Timefiling of the Articles of Arrangement, the party Party hereto intending to rely thereon has delivered a written notice to the other parties Party hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the party Party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party the other Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party Party hereto which has delivered such notice may not terminate this Arrangement Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Colombia Meeting, the Colombia Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. (a) Each party hereto Party shall give prompt notice to promptly notify the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (ai) cause any of the representations or warranties of such party hereto Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or on of this Agreement to the Effective Date;Time; or (bii) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; orParty under this Agreement. (cb) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto No Party may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1, 5.2 or 5.3 hereof set forth herein or exercise any termination right arising therefrom; providedtherefrom unless forthwith, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, and provided that a party hereto Party is proceeding diligently, at its own expense, diligently to cure such mattermatter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of (i) the Outside Date, and (ii) the date that is 10 days following receipt of such notice by the Party to whom the notice was delivered, if such matter has not been cured by such date. If any such notice is susceptible delivered by Great Panther to being curedCangold prior to April 23, 2015, the party hereto which has delivered such notice may date set forth in Section 7.2(b) shall be extended by 10 days. (c) Notification provided under this Section 4.9 will not terminate 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 Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such noticeAgreement.

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto others of them of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties hereto contained in sections 5.15.01, 5.2 5.02 or 5.3 5.03 hereof, as the case may be. Subject as herein provided, a party hereto may (a) elect not to complete the transactions contemplated hereby pursuant to by virtue of the conditions contained in sections 5.15.01, 5.2 5.02 or 5.3 5.03 hereof not being satisfied or waived or (b) exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective TimeDate, the party hereto intending to rely thereon has delivered a written notice to the other parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto which that has delivered such notice may not terminate this Arrangement Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 21 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Gold Eagle Meeting, the Gold Eagle Meeting shall be adjourned or postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall give prompt notice to If either the Company, on the one hand, or the Purchaser or the Parent, on the other parties hereto of the occurrencehand, or failure to occur, determines at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to the Effective Time; or (c) result Time that it intends to refuse to complete the transactions contemplated hereby because of any unfilled or unperformed condition contained in the failure to satisfy any of the conditions precedent in favor of this Agreement, such Party will so notify the other parties hereto contained Party forthwith upon making such determination in sections 5.1order that the other Party will have the right and opportunity to take such steps, 5.2 or 5.3 hereofat its own expense, as may be necessary for the case may bepurpose of fulfilling or performing such condition within a reasonable period of time, but in no event later than the Outside Date. Subject as herein providedNeither the Company, a party hereto on the one hand, nor the Purchaser or the Parent, on the other hand, may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections 5.1, 5.2 or 5.3 hereof Article 8 or exercise any termination right arising therefrom; providedtherefrom and no payments will be payable as a result of such election pursuant to Section 7.2 unless forthwith, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered given a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering Party giving such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is deliveredgiven, and a party hereto provided that the other Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party giving such notice may not terminate this Arrangement Agreement as a result thereof until the earlier of the Outside Date and the expiration of a period of 15 days Business Days from such notice. If such notice has been given prior to the date of delivery the Company Meeting, such meeting, unless the Parties otherwise agree, will be postponed or adjourned until the expiry of such noticeperiod (without causing any breach of any other provision contained herein).

Notice and Cure Provisions. Each party hereto shall give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would be likely to or couldto: (a) cause any of the representations or warranties of such any other party hereto contained herein to be untrue or inaccurate in any material respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such any other party hereto prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto its favour contained in sections 5.1Sections 8.1, 5.2 8.2 or 5.3 8.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not to complete the transactions contemplated hereby pursuant to the conditions provisions contained in sections 5.1Sections 8.1, 5.2 8.2 or 5.3 8.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to giving effect to the Effective TimeArrangement, the party hereto intending to rely thereon has delivered a written notice to the other parties party hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the party hereto delivering such notice is asserting as the basis for the exercise non-fulfilment of the applicable condition or termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice may not terminate this Arrangement Agreement until the later of January 31, 2017 and the expiration of a period of 15 30 days from date of delivery of such notice. If such notice has been delivered prior to the date of the Meetings, such meeting shall be postponed until the expiry of such period.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeClosing Date, of any event or state of facts which occurrence or failure would, or would be reasonably likely to or couldto: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any material respect on between the date hereof or on and the Effective Closing Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto Party hereunder prior to the Effective TimeClosing Date; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties Party hereto contained in sections Section 5.1, 5.2 or 5.3 hereofand 5.3, as the case may be. Subject as herein provided, a party hereto Party may elect not to complete the transactions contemplated hereby pursuant to the conditions precedent contained in sections Sections 5.1, 5.2 or and 5.3 hereof in favour of such Party, or exercise any termination right arising therefrom; provided, howeverif forthwith, that (i) promptly and in any event prior to the Effective TimeClosing Date, the party intending to rely thereon such Party has delivered a written notice to the other parties hereto specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be, and (ii) if . If any such notice is delivered, delivered and a party hereto the Party receiving such notice is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered Party delivering such notice may not terminate this Arrangement Agreement until the earlier of the Outside Date and the expiration of a period of 15 days ten Business Days from date of delivery of such notice.

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party Party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party Party hereto prior to the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties Parties hereto contained in sections Section 5.1, Section 5.2 or Section 5.3 hereof, as the case may be. Subject as herein provided, a party hereto Aurora may elect not exercise its right to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 7.2(h) and ICC may not exercise its right to terminate this Agreement pursuant to Section 7.2(i) unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties Party hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party Party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party Party hereto which that has delivered such notice may not terminate this Arrangement Agreement until the earlier of the Completion Deadline and the expiration of a period of 15 ten (10) days from date of delivery of such notice. If such notice has been delivered prior to the date of the ICC Meeting, the ICC Meeting shall be adjourned or postponed until the earlier of (A) the expiry of such period and (B) five Business Days prior to the Completion Deadline.

Notice and Cure Provisions. Each party hereto (a) During the period commencing on the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, each Party shall give prompt notice to promptly notify the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts of which it has knowledge which occurrence or failure would, or would be reasonably likely to or couldto: (ai) cause any of the representations or warranties of such party hereto Party contained herein in this Agreement to be untrue or inaccurate in any material respect on at any time from the date hereof or on of this Agreement to the Effective Date;Time; or (bii) result in the failure in any material respect to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto prior Party under this Agreement. (b) Notification provided under this Section 5.6 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the Effective Time; orobligations of the Parties under this Agreement. (c) result in the failure A Party may not elect to satisfy any of the conditions precedent in favor of the other parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party hereto may elect not exercise its right to complete the transactions contemplated hereby terminate this Agreement pursuant to Section 8.1(a)(ii), unless the conditions contained in sections 5.1, 5.2 or 5.3 hereof or exercise any termination right arising therefrom; provided, however, that Party seeking to terminate the Agreement (ithe "Terminating Party") promptly and in any event prior to the Effective Time, the party intending to rely thereon has delivered a written notice ("Termination Notice") to the other parties hereto Party (the "Breaching Party") specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto delivering such notice is asserting Terminating Party asserts as the basis for termination. After delivering a Termination Notice, provided the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto Breaching Party is proceeding diligently, at its own expense, diligently to cure such matter, if matter and such matter is susceptible capable of being cured prior to being curedthe Outside Date, the party hereto which has delivered such notice Terminating Party may not terminate this Arrangement Agreement exercise such termination right until the expiration earlier of a period of 15 days from date of delivery of such notice.(a) the Outside Date, and

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party hereto Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Date;Date;‌ (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party hereto prior to Party on or before the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor favour of the other parties hereto Party contained in sections Section 5.1, 5.2 or 5.3 hereof5.3, as the case may be. Subject as herein provided, a party hereto may Party may: (a) elect not to complete the transactions contemplated hereby pursuant to by virtue of any of the conditions for its benefit contained in sections Section 5.1, 5.2 or 5.3 hereof not being satisfied or waived; or (b) exercise any termination right arising therefrom; provided, however, that that: (i) promptly and in any event prior to the Effective TimeDate, the party Party hereto intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which that the party hereto Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and ; and (ii) if any such notice is delivered, and a party hereto is proceeding Party proceeds diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party hereto which Party that has delivered such notice may not terminate this Arrangement Agreement until the expiration lesser of a period of 15 ten (10) days from the date of delivery of such noticenotice and the number of days remaining before the earlier of the Effective Date and the Completion Deadline.

Notice and Cure Provisions. Each party hereto shall Party will give prompt notice to the other parties hereto Party of the occurrence, or failure to occur, at any time from the date hereof until the Effective TimeDate, of any event or state of facts which occurrence or failure would, or would reasonably be likely to or couldto: (a) cause any of the representations or of warranties of such party hereto either Party contained herein to be untrue or inaccurate in any respect on the date hereof or on at the Effective Date; (b) result in the failure to comply with or satisfy any covenant covenant, condition or agreement to be complied with or satisfied by such party hereto either Party prior to or at the Effective TimeDate; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties hereto its favour contained in sections 5.1Sections 6.1, 5.2 6.2 or 5.3 hereof6.3, as the case may be. Subject Except as herein provided, a party hereto Party may elect not to complete the transactions contemplated hereby pursuant to the conditions contained in sections 5.1Sections 6.1, 5.2 or 5.3 hereof 6.2 and 6.3 or exercise any termination right arising therefrom; provided, however, that (i) promptly promptly, and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties hereto Party specifying in reasonable detail the all breaches of covenants or untruthfulness or inaccuracy of covenants, representations and warranties or other matters which the party hereto Party delivering such notice is asserting as the basis for the exercise non-fulfillment of the applicable condition precedent or termination right, as the case may be, and (ii) if any such notice is delivered, and a party hereto Party is proceeding diligently, at its own expense, diligently to cure such matter, if such matter is susceptible to being cured, the party hereto which has delivered such notice other Party may not terminate this Arrangement Agreement (except pursuant to Section 9.2(b)(ii)) until the expiration of a period of 15 10 days from date of delivery of such notice.

Notice and Cure Provisions. Each party Party hereto shall give prompt notice to the other parties Parties hereto of the occurrence, or failure to occur, at any time from the date hereof until the Effective Time, of any event or state of facts which occurrence or failure would, would be likely to or could: (a) cause any of the representations or warranties of such party Party hereto contained herein to be untrue or inaccurate in any respect on the date hereof or on the Effective Closing Date; (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such party Party hereto prior to the Effective Time; or (c) result in the failure to satisfy any of the conditions precedent in favor of the other parties Parties hereto contained in sections 5.1, 5.2 or 5.3 hereof, as the case may be. Subject as herein provided, a party Party hereto may elect not to complete the transactions contemplated hereby pursuant to for non-fulfillment of the conditions contained in sections 5.1, 5.2 or 5.3 hereof that have not been waived or exercise any termination right arising therefromhereunder; provided, however, that (i) promptly and in any event prior to the Effective Time, the party Party intending to rely thereon has delivered a written notice to the other parties Parties hereto specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters which the party Party hereto delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be, and (ii) if any such notice is delivered, and a party Party hereto is proceeding diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the party Party hereto which has delivered such notice may not terminate this Arrangement Agreement until the expiration of a period of 15 days from date of delivery of such notice.