REPRESENTATIONS AND WARRANTIES OF PAN AMERICAN. 53 4.1 Representations and Warranties 53 4.2 Survival of Representations and Warranties 70 ARTICLE 5 COVENANTS 71 5.1 Covenants of Tahoe Regarding the Conduct of Business 71 5.2 Additional Covenants of Tahoe 76 5.3 Covenants of Tahoe Relating to the Arrangement 78 5.4 Covenants of Pan American Regarding the Conduct of Business 79 5.5 Covenants of Pan American Relating to the Arrangement 81 5.6 Mutual Covenants 83 5.7 Contemplated Reorganization Transaction 84 5.8 Employment Agreements, Severance and Resignations 86 5.9 Tax Rollover 86 ARTICLE 6 CONDITIONS 86 6.1 Mutual Conditions Precedent 86 6.2 Additional Conditions Precedent to the Obligations of Pan American 87 6.3 Additional Conditions Precedent to the Obligations of Tahoe 88 6.4 Satisfaction of Conditions 90 ARTICLE 7 ADDITIONAL AGREEMENTS 90 7.1 Notice and Cure Provisions 90 7.2 Tahoe Non-Solicitation 90 7.3 Right to Match 94 7.4 Expenses and Termination Fees 95 7.5 Access to Information; Confidentiality 98 7.6 Insurance and Indemnification 98 7.7 Pan American Non-Solicitation 99 ARTICLE 8 TERM, TERMINATION, AMENDMENT AND WAIVER 102 8.1 Term 102 8.2 Termination 102 8.3 Amendment 105 8.4 Waiver 106 ARTICLE 9 GENERAL PROVISIONS 106 9.1 Privacy 106 9.2 Notices 107 9.3 Governing Law 108 9.4 Injunctive Relief 108 9.5 Time of Essence 108 9.6 Entire Agreement, Binding Effect and Assignment 108 9.7 Severability 108 9.8 Further Assurances 109 9.9 No Third Party Beneficiaries 109 9.10 Mutual Interest 109 9.11 Counterparts, Execution 109 SCHEDULE A – TO THE ARRANGEMENT AGREEMENT PLAN OF ARRANGEMENT A-1 SCHEDULE B – TO THE ARRANGEMENT AGREEMENT TAHOE RESOLUTION B-1 SCHEDULE C – TO THE ARRANGEMENT AGREEMENT PAN AMERICAN RESOLUTION C-1 SCHEDULE D – TO THE ARRANGEMENT AGREEMENT KEY REGULATORY APPROVALS D-1 SCHEDULE E – TO THE ARRANGEMENT AGREEMENT TAHOE LOCKED-UP SHAREHOLDERS E-1 SCHEDULE F – TO THE ARRANGEMENT AGREEMENT PAN AMERICAN LOCKED-UP SHAREHOLDERS F-1 SCHEDULE G – TO THE ARRANGEMENT AGREEMENT RIGHTS INDENTURE G-1 ARRANGEMENT AGREEMENT THIS ARRANGEMENT AGREEMENT dated November 14, 2018, A M O N G : PAN AMERICAN SILVER CORP., a company existing pursuant to the laws of the Province of British Columbia (“Pan American”) - and - TAHOE RESOURCES INC., a company existing pursuant to the laws of the Province of British Columbia (“Tahoe”) - and - 0799714 B.C. LTD., a company existing pursuant to the laws of the Province of British Columbia and a wholly owned subsidiary of Pan American (“Subco”)
REPRESENTATIONS AND WARRANTIES OF PAN AMERICAN. 39 4.1 Representations and Warranties 39 4.2 Disclaimer 40 4.3 Survival of Representations and Warranties 40
REPRESENTATIONS AND WARRANTIES OF PAN AMERICAN. Defined Terms As used in this schedule, capitalized terms have the meanings ascribed thereto in the Arrangement Agreement to which this schedule is appended, and the following terms have the following meanings:
REPRESENTATIONS AND WARRANTIES OF PAN AMERICAN. Pan American hereby represents and warrants to each Securityholder as set forth below and acknowledges that each Securityholder is relying upon such representations and warranties in entering into this Agreement:
REPRESENTATIONS AND WARRANTIES OF PAN AMERICAN
