Common use of Termination Amounts Clause in Contracts

Termination Amounts. (1) Tilray shall be entitled to the Aphria Termination Amount upon the occurrence of any of the following events (each a “Aphria Termination Amount Event”) which shall be paid by Aphria to Tilray, in consideration for the disposition of Tilray’s rights under this Agreement, within the time specified below in respect of each such Aphria Termination Amount Event: (a) this Agreement is terminated by Tilray pursuant to Section 7.2(1)(c)(i) [Aphria Change in Recommendation] or Section 7.2(1)(c)(iv) [Aphria Material Breach of Article 5], in which case the Aphria Termination Amount shall be paid on the second Business Day following such termination; or (b) this Agreement is terminated by Aphria pursuant to Section 7.2(1)(d)(ii) [Aphria Superior Proposal], in which case the Aphria Termination Amount shall be paid prior to or concurrent with such termination; or (c) this Agreement is terminated by either Party pursuant to Section 7.2(1)(b)(iii) [No Aphria Shareholder Approval] or is terminated by Tilray pursuant to Section 7.2(1)(c)(iii) [Aphria Breach of Representation or Covenant] on the basis of a Wilful Breach but only if, (i) prior to such termination, an Acquisition Proposal in respect of Aphria is publicly announced or otherwise publicly disclosed by any person or persons (other than Tilray and its Subsidiaries) or any person or persons (other than Tilray or any of its Subsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect of Aphria; and (ii) within 12 months following the date of such termination, (1) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) with respect to Aphria is consummated or (2) Aphria or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), in which case the Aphria Termination Amount shall be payable on or prior to consummation of the applicable transaction referred to therein. For purposes of this Section 7.3(1)(c), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. (2) Aphria shall be entitled to the Tilray Termination Amount upon the occurrence of any of the following events (each an “Tilray Termination Amount Event”) which shall be paid by Tilray to Aphria, in consideration for the disposition of Aphria’s rights under this Agreement, within the time specified below in respect of each such Tilray Termination Amount Event: (a) this Agreement is terminated by Aphria pursuant to Section 7.2(1)(d)(i) [Tilray Change in Recommendation] or Section 7.2(1)(d)(iv) [Tilray Material Breach of Article 5], in which case the Tilray Termination Amount shall be paid on the second Business Day following such termination; or (b) this Agreement is terminated by Tilray pursuant to Section 7.2(1)(c)(ii) [Tilray Superior Proposal], in which case the Tilray Termination Amount shall be paid prior to or concurrent with such termination; or (c) this Agreement is terminated by either Party pursuant to Section 7.2(1)(b)(iv) [No Tilray Shareholder Approval] or is terminated by Aphria pursuant to Section 7.2(1)(d)(iii) [Tilray Breach of Representation or Covenant] on the basis of a Wilful Breach but only if, (i) prior to such termination, an Acquisition Proposal in respect of Tilray is publicly announced or otherwise publicly disclosed by any person or persons (other than Aphria and its Subsidiaries) or any person or persons (other than Aphria or any of its Subsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect of Tilray; and (ii) within 12 months following the date of such termination, (1) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) with respect to Tilray is consummated or (2) Tilray or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), in which case the Tilray Termination Amount shall be payable on or prior to consummation of the applicable transaction referred to therein. For purposes of this Section 7.3(2)(c), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. (3) The Aphria Termination Amount or the Tilray Termination Amount, as applicable, shall be payable by the Party required to pay such fee by wire transfer in immediately available funds to an account specified by the Party to whom such fee is payable. (4) Each of the Parties acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. The Parties further acknowledge and agree that the Aphria Termination Amount or the Tilray Termination Amount, as applicable, (i) is a payment of liquidated monetary damages which are a genuine pre-estimate of the damages which the Party entitled to receive such fee will suffer or incur as a result of the cancellation, termination and disposition of all rights and obligations with respect to the direct or indirect acquisition of Aphria by Tilray in the circumstances in which the Aphria Termination Amount or the Tilray Termination Amount, as applicable, is payable, (ii) represents consideration for the disposition by the payee of its rights under this Agreement, (iii) that such payment is not for lost profits or a penalty, and (iv) that no Party shall take any position inconsistent with the foregoing. Each of the Parties irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. Subject to Section 7.2(3), each of the Parties hereby acknowledges and agrees that, upon any termination of this Agreement as permitted under Section 7.2 under circumstances where a Party is entitled to the Aphria Termination Amount or the Tilray Termination Amount, as applicable, and such Aphria Termination Amount or Tilray Termination Amount, as applicable, is paid in full to such Party, the Party to whom such fee has been paid shall be precluded from any other remedy against the other Party at law or in equity or otherwise and in any such case it shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Party who has paid such fee or any of its Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby. (5) Nothing in this Section 7.3 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreement, and any requirement for securing or posting of any bond in connection with the obtaining of any such injunction or specific performance is hereby being waived.

Termination Amounts. (1) Tilray SSR shall be entitled to the Aphria Alacer Termination Amount upon the occurrence of any of the following events (each a “Aphria Alacer Termination Amount Event”) which shall be paid by Aphria Alacer to TilraySSR, in consideration for the disposition of TilraySSR’s rights under this Agreement, within the time specified below in respect of each such Aphria Alacer Termination Amount Event: (a) this Agreement is terminated by Tilray SSR pursuant to Section 7.2(1)(c)(i8.2(1)(c)(i) [Aphria Alacer Change in Recommendation] (but not including a termination by SSR pursuant to Section 8.2(1)(c)(i) in circumstances where the Alacer Change in Recommendation which led to such termination resulted solely because the Alacer Board, acting in good faith, determined that a Material Adverse Effect in respect of SSR occurred and that, as a consequence, it would be inconsistent with the Alacer Board’s fiduciary obligations to continue to recommend that the Alacer Shareholders vote in favour of the Arrangement Resolution) or Section 7.2(1)(c)(iv8.2(1)(c)(iv) [Aphria Material Breach of Article 5Alacer Wilful Breach], in which case the Aphria Alacer Termination Amount shall be paid on the second Business Day business day following such termination; or (b) this Agreement is terminated by Aphria Alacer pursuant to Section 7.2(1)(d)(ii8.2(1)(d)(ii) [Aphria Alacer Superior Proposal], in which case the Aphria Alacer Termination Amount shall be paid prior to or concurrent with such termination; or (c) this Agreement is terminated by SSR pursuant to Section 8.2(1)(c)(iii) [Alacer Breach of Reps or Covenants] or by either Party pursuant to Section 7.2(1)(b)(iii8.2(1)(b)(i) [Outside Date] or Section 8.2(1)(b)(iii) [No Aphria Alacer Shareholder Approval] or is terminated by Tilray pursuant to Section 7.2(1)(c)(iii) [Aphria Breach of Representation or Covenant] on the basis of a Wilful Breach ], but only if, (i) prior to such termination, an Acquisition Proposal in respect of Aphria Alacer is publicly announced or otherwise publicly disclosed by any person or persons (other than Tilray SSR and its Subsidiariessubsidiaries) or any person or persons (other than Tilray SSR or any of its Subsidiariessubsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect of AphriaAlacer; and (ii) within 12 months following the date of such termination, (1) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) with respect to Aphria Alacer is consummated or (2) Aphria Alacer or one or more of its Subsidiariessubsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), in which case the Aphria Alacer Termination Amount shall be payable on or prior to consummation of the applicable transaction referred to therein. For purposes of this Section 7.3(1)(c8.3(1)(c), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. (2) Aphria Alacer shall be entitled to the Tilray SSR Termination Amount upon the occurrence of any of the following events (each an “Tilray SSR Termination Amount Event”) which shall be paid by Tilray SSR to AphriaAlacer, in consideration for the disposition of Aphria▇▇▇▇▇▇’s rights under this Agreement, within the time specified below in respect of each such Tilray SSR Termination Amount Event: (a) this Agreement is terminated by Aphria Alacer pursuant to Section 7.2(1)(d)(i8.2(1)(d)(i) [Tilray SSR Change in Recommendation] or Section 7.2(1)(d)(iv) [Tilray Material Breach of Article 5], in which case the Tilray Termination Amount shall be paid on the second Business Day following such termination; or (b) this Agreement is terminated but not including a termination by Tilray Alacer pursuant to Section 7.2(1)(c)(ii8.2(1)(d)(i) [Tilray Superior Proposal], in circumstances where the SSR Change in Recommendation which case the Tilray Termination Amount shall be paid prior to or concurrent with such termination; or (c) this Agreement is terminated by either Party pursuant to Section 7.2(1)(b)(iv) [No Tilray Shareholder Approval] or is terminated by Aphria pursuant to Section 7.2(1)(d)(iii) [Tilray Breach of Representation or Covenant] on the basis of a Wilful Breach but only if, (i) prior led to such terminationtermination resulted solely because the SSR Board, an Acquisition Proposal acting in good faith, determined that a Material Adverse Effect in respect of Tilray is publicly announced or otherwise publicly disclosed by any person or persons (other than Aphria and its Subsidiaries) or any person or persons (other than Aphria or any of its Subsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect of Tilray; and (ii) within 12 months following the date of such termination, (1) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) with respect to Tilray is consummated or (2) Tilray or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), in which case the Tilray Termination Amount shall be payable on or prior to consummation of the applicable transaction referred to therein. For purposes of this Section 7.3(2)(c), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. (3) The Aphria Termination Amount or the Tilray Termination Amount, as applicable, shall be payable by the Party required to pay such fee by wire transfer in immediately available funds to an account specified by the Party to whom such fee is payable. (4) Each of the Parties acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated in this Agreement Alacer occurred and that, without those agreements, the Parties would not enter into this Agreement. The Parties further acknowledge and agree that the Aphria Termination Amount or the Tilray Termination Amount, as applicable, (i) is a payment of liquidated monetary damages which are a genuine pre-estimate of the damages which the Party entitled to receive such fee will suffer or incur as a result of the cancellationconsequence, termination and disposition of all rights and obligations with respect to the direct or indirect acquisition of Aphria by Tilray in the circumstances in which the Aphria Termination Amount or the Tilray Termination Amount, as applicable, is payable, (ii) represents consideration for the disposition by the payee of its rights under this Agreement, (iii) that such payment is not for lost profits or a penalty, and (iv) that no Party shall take any position it would be inconsistent with the foregoing. Each of the Parties irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. Subject to Section 7.2(3), each of the Parties hereby acknowledges and agrees that, upon any termination of this Agreement as permitted under Section 7.2 under circumstances where a Party is entitled to the Aphria Termination Amount or the Tilray Termination Amount, as applicable, and such Aphria Termination Amount or Tilray Termination Amount, as applicable, is paid in full to such Party, the Party to whom such fee has been paid shall be precluded from any other remedy against the other Party at law or in equity or otherwise and in any such case it shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Party who has paid such fee or any of its Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby. (5) Nothing in this Section 7.3 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreement, and any requirement for securing or posting of any bond in connection with the obtaining of any such injunction or specific performance is hereby being waived.SSR Board’s fiduciary

Termination Amounts. (1) Tilray shall be entitled to the Aphria Termination Amount upon the occurrence So long as no Indenture Event of any of the following events (each a “Aphria Termination Amount Event”) which shall be paid by Aphria to Tilray, in consideration for the disposition of Tilray’s rights under this Agreement, within the time specified below in respect of each such Aphria Termination Amount EventDefault or Indenture Payment Default has occurred and is continuing: (a) this Agreement is terminated by Tilray pursuant to Section 7.2(1)(c)(i) [Aphria Change in Recommendation] or Section 7.2(1)(c)(iv) [Aphria Material Breach of Article 5], in which case the Aphria Termination Amount shall be paid on the second Business Day following such termination; or (b) this Agreement is terminated by Aphria pursuant to Section 7.2(1)(d)(ii) [Aphria Superior Proposal], in which case the Aphria Termination Amount shall be paid prior to or concurrent with such termination; or (c) this Agreement is terminated by either Party pursuant to Section 7.2(1)(b)(iii) [No Aphria Shareholder Approval] or is terminated by Tilray pursuant to Section 7.2(1)(c)(iii) [Aphria Breach of Representation or Covenant] on the basis of a Wilful Breach but only if, (i) prior to such termination, an Acquisition Proposal in respect of Aphria is publicly announced or otherwise publicly disclosed by any person or persons Moneys (other than Tilray Excepted Payments) received by the Indenture Trustee on the account of the Bonds attributable to the Termination Value pursuant to Section 10.1 or 3.6 of the Lease or Section 8.2(b)(i) of the Facility Agency Agreement shall be applied, on the date of receipt thereof, but after the payment of any interest on the Senior Secured Notes and any Investor Yield then due and payable, first, to the payment of the outstanding principal of the Senior Secured Notes, together with accrued and unpaid interest thereon to the payment date, allocated among the Senior Secured Notes in direct relation to their Outstanding principal balances, second, to the payment of all other amounts then due and owing under the Senior Secured Notes, third, to the payment of the Make Whole Premium (except in the case of prepayments made pursuant to Section 3.6 of the Lease), fourth, to the payment of the Investor Contribution, fifth, to the payment of any applicable Investor Premium, and sixth, to the Lessee or upon its Subsidiaries) or any person or persons (other than Tilray or any written order, free of its Subsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect the Lien of Aphria; andthe Security Documents. (ii) within 12 months following Moneys (other than Excepted Payments) received by the Indenture Trustee on the account of the Bonds attributable to the Maximum Residual Guarantee Amount pursuant to Section 10.2 of the Lease or the Construction Termination Amount pursuant to Section 8.2(b)(ii) of the Facility Agency Agreement shall be applied, on the date of such terminationreceipt thereof, but after the payment of any interest on the Senior Secured Notes and any Investor Yield then due and payable, first, to the payment of the outstanding principal of the Senior Secured Notes, together with accrued and unpaid interest thereon to the payment date (1for the payment of which, during the Construction Period, the Indenture Trustee shall first draw Escrowed Funds (to the extent available) pursuant to the Escrow Agreement, including the Standing Orders), allocated among the Senior Secured Notes in direct relation to their Outstanding principal balances, second, to the payment of all other amounts then due and owing under the Senior Secured Notes allocable to the principal amount of the Senior Secured Notes then being paid pursuant to clause first and third, to the payment of the Make Whole Premium (in the case of an Acquisition Proposal (whether or not such Acquisition Proposal is election under Section 8.2(b)(ii) of the Facility Agency Agreement) in the same Acquisition Proposal referred to proportions as provided in clause first. (iiii) aboveMoneys received by the Indenture Trustee from the Insurer under the Residual Value Policy or the Construction Termination Policy shall be applied, on the date of receipt thereof, first, to the payment of the outstanding principal of the Senior Secured Notes, together with accrued and unpaid interest thereon to the payment date (for the payment of which, during the Construction Period, the Indenture Trustee shall first draw Escrowed Funds (to the extent available) with respect pursuant to Aphria is consummated or the Escrow Agreement, including the Standing Orders), allocated among the Senior Secured Notes in direct relation to their Outstanding principal balances, second, to the payment of all other amounts then due and owing under the Senior Secured Notes allocable to the principal amount of the Senior Secured Notes then being paid pursuant to clause first and third, to the payment of the Make Whole Premium (2) Aphria or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect the case of an Acquisition Proposal (whether or not such Acquisition Proposal is election under Section 8.2(b)(ii) of the Facility Agency Agreement) in the same Acquisition Proposal referred to proportions as provided in clause first. (iiv) aboveMoneys (other than Excepted Payments) received by the Indenture Trustee as the proceeds from the sale of the Facility sold pursuant to Section 10.3 of the Lease or by the Borrower or the Indenture Trustee, as the case may be, upon the Lessee's surrendering the Facility pursuant to Section 8.2(b)(ii) of the Facility Agency Agreement shall be applied, on the date of receipt thereof, but after the payment of any interest on the Senior Secured Notes and any Investor Yield then due and payable, first, to the payment of all reasonable costs and expenses incurred by the seller of the Facility in connection with such Acquisition Proposal is later consummated sale, second, to the payment of the Outstanding principal of the Senior Secured Notes, together with accrued and unpaid interest thereon (whether or not within 12 months after such terminationfor the payment of which, during the Construction Period, the Indenture Trustee shall first draw Escrowed Funds (to the extent available) pursuant to the Escrow Agreement, including the Standing Orders), allocated among the Senior Secured Notes in which direct relation to their Outstanding principal balances, third, to the payment of all other amounts then due and owing under the Senior Secured Notes, fourth, to the payment of the Make Whole Premium (in the case of an election under Section 8.2(b)(ii) of the Aphria Termination Amount shall be payable on Facility Agency Agreement) in the same proportions as provided in clause second, fourth, to the payment of the Investor Contribution fifth, to the payment of any applicable Investor Premium, and sixth, to the Lessee or prior to consummation upon its written order, free of the Lien of the applicable transaction referred to therein. For purposes Security Documents. (v) Whenever the foregoing provisions of this Section 7.3(1)(c)6.2(b) require the Indenture Trustee to apply moneys received by it to the payment of the Outstanding principal of the Senior Secured Notes, together with the accrued and unpaid interest thereon, such moneys shall first be applied to the payment of such accrued and unpaid interest (for the payment of which, during the Construction Period, the term “Acquisition Proposal” Indenture Trustee shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. first draw Escrowed Funds (2) Aphria shall be entitled to the Tilray Termination Amount upon extent available) pursuant to the occurrence of any of the following events (each an “Tilray Termination Amount Event”) which shall be paid by Tilray to Aphria, in consideration for the disposition of Aphria’s rights under this Escrow Agreement, within including the time specified below in respect of each such Tilray Termination Amount Event: (aStanding Orders) this Agreement is terminated by Aphria pursuant and then to Section 7.2(1)(d)(i) [Tilray Change in Recommendation] or Section 7.2(1)(d)(iv) [Tilray Material Breach of Article 5], in which case the Tilray Termination Amount shall be paid on the second Business Day following such termination; or (b) this Agreement is terminated by Tilray pursuant to Section 7.2(1)(c)(ii) [Tilray Superior Proposal], in which case the Tilray Termination Amount shall be paid prior to or concurrent with such termination; or (c) this Agreement is terminated by either Party pursuant to Section 7.2(1)(b)(iv) [No Tilray Shareholder Approval] or is terminated by Aphria pursuant to Section 7.2(1)(d)(iii) [Tilray Breach of Representation or Covenant] on the basis of a Wilful Breach but only if, (i) prior to such termination, an Acquisition Proposal in respect of Tilray is publicly announced or otherwise publicly disclosed by any person or persons (other than Aphria and its Subsidiaries) or any person or persons (other than Aphria or any of its Subsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect of Tilray; and (ii) within 12 months following the date payment of such termination, (1) an Acquisition Proposal (whether or not such Acquisition Proposal is Outstanding principal. Whenever the same Acquisition Proposal referred to in clause (i) above) with respect to Tilray is consummated or (2) Tilray or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), in which case the Tilray Termination Amount shall be payable on or prior to consummation of the applicable transaction referred to therein. For purposes foregoing provisions of this Section 7.3(2)(c), 6.2(b) require the term “Acquisition Proposal” shall have Indenture Trustee to apply moneys received by it to the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. (3) The Aphria Termination Amount or the Tilray Termination Amount, as applicable, shall be payable by the Party required to pay such fee by wire transfer in immediately available funds to an account specified by the Party to whom such fee is payable. (4) Each payment of the Parties acknowledges that Investor Contribution, together with the agreements contained in this Section 7.3 are an integral part accrued and unpaid Investor Yield, such moneys shall first be applied to the payment of such accrued and unpaid Investor Yield and then to the payment of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. The Parties further acknowledge and agree that the Aphria Termination Amount or the Tilray Termination Amount, as applicable, (i) is a payment of liquidated monetary damages which are a genuine pre-estimate of the damages which the Party entitled to receive such fee will suffer or incur as a result of the cancellation, termination and disposition of all rights and obligations with respect to the direct or indirect acquisition of Aphria by Tilray in the circumstances in which the Aphria Termination Amount or the Tilray Termination Amount, as applicable, is payable, (ii) represents consideration for the disposition by the payee of its rights under this Agreement, (iii) that such payment is not for lost profits or a penalty, and (iv) that no Party shall take any position inconsistent with the foregoing. Each of the Parties irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. Subject to Section 7.2(3), each of the Parties hereby acknowledges and agrees that, upon any termination of this Agreement as permitted under Section 7.2 under circumstances where a Party is entitled to the Aphria Termination Amount or the Tilray Termination Amount, as applicable, and such Aphria Termination Amount or Tilray Termination Amount, as applicable, is paid in full to such Party, the Party to whom such fee has been paid shall be precluded from any other remedy against the other Party at law or in equity or otherwise and in any such case it shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Party who has paid such fee or any of its Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated herebyInvestor Contribution. (5) Nothing in this Section 7.3 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreement, and any requirement for securing or posting of any bond in connection with the obtaining of any such injunction or specific performance is hereby being waived.

Termination Amounts. (1a) Tilray Buyer shall be entitled to the Aphria Company Termination Amount upon the occurrence of any of the following events (each a “Aphria Company Termination Amount Event”) which shall be paid by Aphria the Company to TilrayBuyer, in consideration for the disposition of TilrayBuyer’s rights under this Agreement, within the time specified below in respect of each such Aphria Company Termination Amount Event: (ai) this Agreement is terminated by Tilray Buyer pursuant to Section 7.2(1)(c)(i) [Aphria Change in Recommendation] or Section 7.2(1)(c)(iv) [Aphria Material Breach of Article 5]7.1(c)(i), in which case the Aphria Company Termination Amount shall be paid on the second (2nd) Business Day following such termination; or; (bii) this Agreement is terminated by Aphria the Company pursuant to Section 7.2(1)(d)(ii) [Aphria Superior Proposal]7.1(d)(ii), in which case the Aphria Company Termination Amount shall be paid prior to or concurrent with such termination; or (ciii) this Agreement is terminated by Buyer pursuant to Section 7.1(b)(v) or by either Party pursuant to Section 7.2(1)(b)(iii7.1(b)(i) [No Aphria Shareholder Approval] or is terminated by Tilray pursuant to Section 7.2(1)(c)(iii) [Aphria Breach of Representation or Covenant] on the basis of a Wilful Breach 7.1(b)(iv), but only if, (iA) prior to such termination, an Acquisition Proposal in respect of Aphria the Company is publicly announced or otherwise publicly disclosed by any person or persons (other than Tilray Buyer and its Subsidiaries) or any person or persons (other than Tilray Buyer or any of its Subsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect of Aphriathe Company and such Acquisition Proposal has not been publicly withdrawn; and (iiB) within 12 months following the date of such termination, (1) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (iA) above) with respect to Aphria the Company is consummated or (2) Aphria the Company or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (iA) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), in which case the Aphria Company Termination Amount shall be payable on or prior to consummation of the applicable transaction referred to therein. For purposes of this Section 7.3(1)(c7.3(a)(iii), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. (2b) Aphria The Company shall be entitled to the Tilray Buyer Termination Amount upon the occurrence of any of the following events (each an a “Tilray Buyer Termination Amount Event”) which shall be paid by Tilray Buyer to Aphriathe Company, in consideration for the disposition of Aphriathe Company’s rights under this Agreement, within the time specified below in respect of each such Tilray Buyer Termination Amount Event: (ai) this Agreement is terminated by Aphria the Company pursuant to Section 7.2(1)(d)(i) [Tilray Change in Recommendation] or Section 7.2(1)(d)(iv) [Tilray Material Breach of Article 5]7.1(d)(i), in which case the Tilray Buyer Termination Amount shall be paid on the second (2nd) Business Day following such termination; or; (bii) this Agreement is terminated by Tilray Buyer pursuant to Section 7.2(1)(c)(ii) [Tilray Superior Proposal]7.1(c)(iii), in which case the Tilray Buyer Termination Amount shall be paid prior to or concurrent with such termination; or (ciii) this Agreement is terminated by the Company pursuant to Section 7.1(b)(v) or by either Party pursuant to Section 7.2(1)(b)(iv7.1(b)(i) [No Tilray Shareholder Approval] or is terminated by Aphria pursuant to Section 7.2(1)(d)(iii) [Tilray Breach of Representation or Covenant] on the basis of a Wilful Breach 7.1(b)(iii), but only if, (iA) prior to such termination, an Acquisition Proposal in respect of Tilray Buyer is publicly announced or otherwise publicly disclosed by any person or persons (other than Aphria the Company and its Subsidiaries) or any person or persons (other than Aphria the Company or any of its Subsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect of TilrayBuyer and such Acquisition Proposal has not been publicly withdrawn; and (iiB) within 12 months following the date of such termination, (1) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (iA) above) with respect to Tilray Buyer is consummated or (2) Tilray Buyer or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (iA) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), in which case the Tilray Buyer Termination Amount shall be payable on or prior to consummation of the applicable transaction referred to therein. For purposes of this Section 7.3(2)(c7.1(b)(iii), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. (3c) The Aphria Buyer Termination Amount or the Tilray Company Termination Amount, as applicable, shall be payable by the Party required to pay such fee by wire transfer in immediately available funds to an account specified by the Party to whom such fee is payable. (4d) Each of the Parties acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. The Parties further acknowledge and agree that the Aphria Buyer Termination Amount or the Tilray Company Termination Amount, as applicable, (i) is a payment of liquidated monetary damages which are a genuine pre-estimate of the damages which the Party entitled to receive such fee will suffer or incur as a result of the cancellation, termination and disposition of all rights and obligations with respect to the direct or indirect acquisition of Aphria the Company by Tilray Buyer in the circumstances in which the Aphria Buyer Termination Amount or the Tilray Company Termination Amount, as applicable, is payable, (ii) represents consideration for the disposition by the payee of its rights under this Agreement, (iii) that such payment is not for lost profits or a penalty, and (iv) that no Party shall take any position inconsistent with the foregoing. Each of the Parties irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. Subject to Section 7.2(3)7.2, each of the Parties hereby acknowledges and agrees that, upon any termination of this Agreement as permitted under Section 7.2 7.1 under circumstances where a Party is entitled to the Aphria Buyer Termination Amount or the Tilray Company Termination Amount, as applicable, and such Aphria Buyer Termination Amount or Tilray Company Termination Amount, as applicable, is paid in full to such Party, the Party to whom such fee has been paid shall be precluded from any other remedy against the other Party at law or in equity or otherwise and in any such case it shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Party who has paid such fee or any of its Subsidiaries subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates Affiliates in connection with this Agreement or the transactions contemplated hereby. (5e) Nothing Subject to the last sentence of Section 7.3(d), nothing in this Section 7.3 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreement, and any requirement for securing or posting of any bond in connection with the obtaining of any such injunction or specific performance is hereby being waived. (f) If a Party fails to pay when due any amount payable by it under this Section 7.3, then such Party shall pay to the other Party interest on such overdue amount (for the period commencing as of the date such overdue amount was originally required to be paid and ending on the date such overdue amount is actually paid to the other Party in full) at a rate per annum equal to the “prime rate” (as published in The Wall Street Journal or any successor thereto) in effect on the date such overdue amount was originally required to be paid.

Termination Amounts. (1) Tilray SKYE shall be entitled to the Aphria EHT Termination Amount upon the occurrence of any of the following events (each a “Aphria EHT Termination Amount Event”) which shall be paid by Aphria EHT to TilraySKYE, in consideration for the disposition of TilraySKYE’s rights under this Agreement, within the time specified below in respect of each such Aphria EHT Termination Amount Event:: 328972.00001/116443569.20 (a) this Agreement is terminated by Tilray SKYE pursuant to Section 7.2(1)(c)(i) [Aphria EHT Change in Recommendation] or Section 7.2(1)(c)(iv) [Aphria EHT Material Breach of Article 5], in which case the Aphria EHT Termination Amount shall be paid on the second Business Day following such termination; or (b) this Agreement is terminated by Aphria EHT pursuant to Section 7.2(1)(d)(ii) [Aphria EHT Superior Proposal], in which case the Aphria EHT Termination Amount shall be paid prior to or concurrent with such termination; or (c) this Agreement is terminated by either Party pursuant to Section 7.2(1)(b)(iii) [No Aphria EHT Shareholder Approval] or is terminated by Tilray SKYE pursuant to Section 7.2(1)(c)(iii) [Aphria EHT Breach of Representation or Covenant] on the basis of in circumstances where there has been a Wilful Breach but only if, (i) prior to such termination, an Acquisition Proposal in respect of Aphria EHT is publicly announced or otherwise publicly disclosed by any person or persons (other than Tilray SKYE and its Subsidiaries) or any person or persons (other than Tilray SKYE or any of its Subsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect of AphriaEHT; and (ii) within 12 months following the date of such termination, (1) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) with respect to Aphria EHT is consummated or (2) Aphria EHT or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), in which case the Aphria EHT Termination Amount shall be payable on or prior to consummation of the applicable transaction referred to therein. For purposes of this Section 7.3(1)(c), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. (2) Aphria EHT shall be entitled to the Tilray SKYE Termination Amount upon the occurrence of any of the following events (each an “Tilray SKYE Termination Amount Event”) which shall be paid by Tilray SKYE to AphriaEHT, in consideration for the disposition of AphriaEHT’s rights under this Agreement, within the time specified below in respect of each such Tilray SKYE Termination Amount Event: (a) this Agreement is terminated by Aphria EHT pursuant to Section 7.2(1)(d)(i) [Tilray SKYE Change in Recommendation] or Section 7.2(1)(d)(iv) [Tilray SKYE Material Breach of Article 5], in which case the Tilray SKYE Termination Amount shall be paid on the second Business Day following such termination; or (b) this Agreement is terminated by Tilray SKYE pursuant to Section 7.2(1)(c)(ii) [Tilray SKYE Superior Proposal], in which case the Tilray SKYE Termination Amount shall be paid prior to or concurrent with such termination; or (c) this Agreement is terminated by either Party pursuant to Section 7.2(1)(b)(iv) [No Tilray Shareholder Approval] or is terminated by Aphria EHT pursuant to Section 7.2(1)(d)(iii) [Tilray SKYE Breach of Representation or Covenant] on the basis of in circumstances where there has been a Wilful Breach but only if, (i) prior to such termination, an Acquisition Proposal in respect of Tilray SKYE is publicly announced or otherwise publicly disclosed by any person or persons (other than Aphria EHT and its Subsidiaries) or any person or persons (other than Aphria EHT or any of its Subsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect of TilraySKYE; and and 328972.00001/116443569.20 (ii) within 12 months following the date of such termination, (1) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) with respect to Tilray SKYE is consummated or (2) Tilray SKYE or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), in which case the Tilray SKYE Termination Amount shall be payable on or prior to consummation of the applicable transaction referred to therein. For purposes of this Section 7.3(2)(c), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. (3) The Aphria EHT Termination Amount or the Tilray SKYE Termination Amount, as applicable, shall be payable by the Party required to pay such fee by wire transfer in immediately available funds to an account specified by the Party to whom such fee is payable. (4) Each of the Parties acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. The Parties further acknowledge and agree that the Aphria EHT Termination Amount or the Tilray SKYE Termination Amount, as applicable, (i) is a payment of liquidated monetary damages which are a genuine pre-estimate of the damages which the Party entitled to receive such fee will suffer or incur as a result of the cancellation, termination and disposition of all rights and obligations with respect to the direct or indirect acquisition of Aphria EHT by Tilray SKYE in the circumstances in which the Aphria EHT Termination Amount or the Tilray SKYE Termination Amount, as applicable, is payable, (ii) represents consideration for the disposition by the payee of its rights under this Agreement, (iii) that such payment is not for lost profits or a penalty, and (iv) that no Party shall take any position inconsistent with the foregoing. Each of the Parties irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. Subject to Section 7.2(3), each of the Parties hereby acknowledges and agrees that, upon any termination of this Agreement as permitted under Section 7.2 under circumstances where a Party is entitled to the Aphria EHT Termination Amount or the Tilray SKYE Termination Amount, as applicable, and such Aphria EHT Termination Amount or Tilray SKYE Termination Amount, as applicable, is paid in full to such Party, the Party to whom such fee has been paid shall be precluded from any other remedy against the other Party at law or in equity or otherwise and in any such case it shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Party who has paid such fee or any of its Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby. (5) Nothing in this Section 7.3 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreement, and any requirement for securing or posting of any bond in connection with the obtaining of any such injunction or specific performance is hereby being waived.

Termination Amounts. (1) Tilray SSR shall be entitled to the Aphria Alacer Termination Amount upon the occurrence of any of the following events (each a “Aphria Alacer Termination Amount Event”) which shall be paid by Aphria Alacer to TilraySSR, in consideration for the disposition of TilraySSR’s rights under this Agreement, within the time specified below in respect of each such Aphria Alacer Termination Amount Event: (a) this Agreement is terminated by Tilray SSR pursuant to Section 7.2(1)(c)(i8.2(1)(c)(i) [Aphria Alacer Change in Recommendation] (but not including a termination by SSR pursuant to Section 8.2(1)(c)(i) in circumstances where the Alacer Change in Recommendation which led to such termination resulted solely because the Alacer Board, acting in good faith, determined that a Material Adverse Effect in respect of SSR occurred and that, as a consequence, it would be inconsistent with the Alacer Board’s fiduciary obligations to continue to recommend that the Alacer Shareholders vote in favour of the Arrangement Resolution) or Section 7.2(1)(c)(iv8.2(1)(c)(iv) [Aphria Material Breach of Article 5Alacer Wilful Breach], in which case the Aphria Alacer Termination Amount shall be paid on the second Business Day business day following such termination; or (b) this Agreement is terminated by Aphria Alacer pursuant to Section 7.2(1)(d)(ii8.2(1)(d)(ii) [Aphria Alacer Superior Proposal], in which case the Aphria Alacer Termination Amount shall be paid prior to or concurrent with such termination; or (c) this Agreement is terminated by SSR pursuant to Section 8.2(1)(c)(iii) [Alacer Breach of Reps or Covenants] or by either Party pursuant to Section 7.2(1)(b)(iii8.2(1)(b)(i) [Outside Date] or Section 8.2(1)(b)(iii) [No Aphria Alacer Shareholder Approval] or is terminated by Tilray pursuant to Section 7.2(1)(c)(iii) [Aphria Breach of Representation or Covenant] on the basis of a Wilful Breach ], but only if, (i) prior to such termination, an Acquisition Proposal in respect of Aphria Alacer is publicly announced or otherwise publicly disclosed by any person or persons (other than Tilray SSR and its Subsidiariessubsidiaries) or any person or persons (other than Tilray SSR or any of its Subsidiariessubsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect of AphriaAlacer; and (ii) within 12 months following the date of such termination, (1) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) with respect to Aphria Alacer is consummated or (2) Aphria Alacer or one or more of its Subsidiariessubsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), in which case the Aphria Alacer Termination Amount shall be payable on or prior to consummation of the applicable transaction referred to therein. For purposes of this Section 7.3(1)(c8.3(1)(c), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. (2) Aphria Alacer shall be entitled to the Tilray SSR Termination Amount upon the occurrence of any of the following events (each an “Tilray SSR Termination Amount Event”) which shall be paid by Tilray SSR to AphriaAlacer, in consideration for the disposition of AphriaAlacer’s rights under this Agreement, within the time specified below in respect of each such Tilray SSR Termination Amount Event: (a) this Agreement is terminated by Aphria Alacer pursuant to Section 7.2(1)(d)(i8.2(1)(d)(i) [Tilray SSR Change in Recommendation] (but not including a termination by Alacer pursuant to Section 8.2(1)(d)(i) in circumstances where the SSR Change in Recommendation which led to such termination resulted solely because the SSR Board, acting in good faith, determined that a Material Adverse Effect in respect of Alacer occurred and that, as a consequence, it would be inconsistent with the SSR Board’s fiduciary obligations to continue to recommend that the SSR Shareholders vote in favour of the SSR Resolutions) or Section 7.2(1)(d)(iv8.2(1)(d)(iv) [Tilray Material Breach of Article 5SSR Wilful Breach], in which case the Tilray SSR Termination Amount shall be paid on the second Business Day business day following such termination; or (b) this Agreement is terminated by Tilray SSR pursuant to Section 7.2(1)(c)(ii8.2(1)(c)(ii) [Tilray SSR Superior Proposal], in which case the Tilray SSR Termination Amount shall be paid prior to or concurrent with such termination; or (c) this Agreement is terminated by Alacer pursuant to Section 8.2(1)(c)(iii) [SSR Breach of Reps or Covenants] or by either Party pursuant to Section 7.2(1)(b)(iv8.2(1)(b)(i) [Outside Date] or Section 8.2(1)(b)(iv) [No Tilray SSR Shareholder Approval] or is terminated by Aphria pursuant to Section 7.2(1)(d)(iii) [Tilray Breach of Representation or Covenant] on the basis of a Wilful Breach ], but only if, (i) prior to such termination, an Acquisition Proposal in respect of Tilray SSR is publicly announced or otherwise publicly disclosed by any person or persons (other than Aphria Alacer and its Subsidiariessubsidiaries) or any person or persons (other than Aphria Alacer or any of its Subsidiariessubsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect of TilraySSR; and (ii) within 12 months following the date of such termination, (1) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) with respect to Tilray SSR is consummated or (2) Tilray SSR or one or more of its Subsidiariessubsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), in which case the Tilray SSR Termination Amount shall be payable on or prior to consummation of the applicable transaction referred to therein. For purposes of this Section 7.3(2)(c8.3(2)(c), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. (3) The Aphria Alacer Termination Amount or the Tilray SSR Termination Amount, as applicable, shall be payable by the Party required to pay such fee by wire transfer in immediately available funds to an account specified by the Party to whom such fee is payable. (4) Each of the Parties acknowledges that the agreements contained in this Section 7.3 8.3 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. The Parties further acknowledge and agree that the Aphria Alacer Termination Amount or the Tilray SSR Termination Amount, as applicable, (i) is a payment of liquidated monetary damages which are a genuine pre-estimate of the damages which the Party entitled to receive such fee will suffer or incur as a result of the cancellation, termination and disposition of all rights and obligations with respect to the direct or indirect acquisition of Aphria Alacer by Tilray SSR in the circumstances in which the Aphria Alacer Termination Amount or the Tilray SSR Termination Amount, as applicable, is payable, (ii) represents consideration for the disposition by the payee of its rights under this Agreement, (iii) that such payment is not for lost profits or a penalty, and (iv) that no Party shall take any position inconsistent with the foregoing. Each of the Parties irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. Subject to Section 7.2(38.2(3), each of the Parties hereby acknowledges and agrees that, upon any termination of this Agreement as permitted under Section 7.2 8.2 under circumstances where a Party is entitled to the Aphria Alacer Termination Amount or the Tilray SSR Termination Amount, as applicable, and such Aphria Alacer Termination Amount or Tilray SSR Termination Amount, as applicable, is paid in full to such Party, the Party to whom such fee has been paid shall be precluded from any other remedy against the other Party at law or in equity or otherwise and in any such case it shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Party who has paid such fee or any of its Subsidiaries subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby. (5) Nothing Subject to the last sentence of Section 8.3(4), nothing in this Section 7.3 8.3 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreement, and any requirement for securing or posting of any bond in connection with the obtaining of any such injunction or specific performance is hereby being waived.

Termination Amounts. ‌ (1) Tilray SKYE shall be entitled to the Aphria EHT Termination Amount upon the occurrence of any of the following events (each a “Aphria EHT Termination Amount Event”) which shall be paid by Aphria EHT to TilraySKYE, in consideration for the disposition of TilraySKYE’s rights under this Agreement, within the time specified below in respect of each such Aphria EHT Termination Amount Event: (a) this Agreement is terminated by Tilray SKYE pursuant to Section 7.2(1)(c)(i) [Aphria EHT Change in Recommendation] or Section 7.2(1)(c)(iv) [Aphria EHT Material Breach of Article 5], in which case the Aphria EHT Termination Amount shall be paid on the second Business Day following such termination; or (b) this Agreement is terminated by Aphria EHT pursuant to Section 7.2(1)(d)(ii) [Aphria EHT Superior Proposal], in which case the Aphria EHT Termination Amount shall be paid prior to or concurrent with such termination; or (c) this Agreement is terminated by either Party pursuant to Section 7.2(1)(b)(iii) [No Aphria EHT Shareholder Approval] or is terminated by Tilray SKYE pursuant to Section 7.2(1)(c)(iii) [Aphria EHT Breach of Representation or Covenant] on the basis of in circumstances where there has been a Wilful Breach but only if,if,‌ (i) prior to such termination, an Acquisition Proposal in respect of Aphria EHT is publicly announced or otherwise publicly disclosed by any person or persons (other than Tilray SKYE and its Subsidiaries) or any person or persons (other than Tilray SKYE or any of its Subsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect of AphriaEHT; and (ii) within 12 months following the date of such termination, (1) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) with respect to Aphria EHT is consummated or (2) Aphria EHT or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), in which case the Aphria EHT Termination Amount shall be payable on or prior to consummation of the applicable transaction referred to therein. For purposes of this Section 7.3(1)(c), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. (2) Aphria EHT shall be entitled to the Tilray SKYE Termination Amount upon the occurrence of any of the following events (each an “Tilray SKYE Termination Amount Event”) which shall be paid by Tilray SKYE to AphriaEHT, in consideration for the disposition of AphriaEHT’s rights under this Agreement, within the time specified below in respect of each such Tilray SKYE Termination Amount Event:Event:‌ (a) this Agreement is terminated by Aphria EHT pursuant to Section 7.2(1)(d)(i) [Tilray SKYE Change in Recommendation] or Section 7.2(1)(d)(iv) [Tilray SKYE Material Breach of Article 5], in which case the Tilray SKYE Termination Amount shall be paid on the second Business Day following such termination; or (b) this Agreement is terminated by Tilray SKYE pursuant to Section 7.2(1)(c)(ii) [Tilray SKYE Superior Proposal], in which case the Tilray SKYE Termination Amount shall be paid prior to or concurrent with such termination; or (c) this Agreement is terminated by either Party pursuant to Section 7.2(1)(b)(iv) [No Tilray Shareholder Approval] or is terminated by Aphria EHT pursuant to Section 7.2(1)(d)(iii) [Tilray SKYE Breach of Representation or Covenant] on the basis of in circumstances where there has been a Wilful Breach ▇▇▇▇▇▇ ▇▇▇▇▇▇ but only if,if,‌ (i) prior to such termination, an Acquisition Proposal in respect of Tilray SKYE is publicly announced or otherwise publicly disclosed by any person or persons (other than Aphria EHT and its Subsidiaries) or any person or persons (other than Aphria EHT or any of its Subsidiaries) shall have publicly announced an intention to make an Acquisition Proposal in respect of TilraySKYE; and (ii) within 12 months following the date of such termination, (1) an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) with respect to Tilray SKYE is consummated or (2) Tilray SKYE or one or more of its Subsidiaries, directly or indirectly, in one or more transactions, enters into a Contract in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in clause (i) above) and such Acquisition Proposal is later consummated (whether or not within 12 months after such termination), in which case the Tilray SKYE Termination Amount shall be payable on or prior to consummation of the applicable transaction referred to therein. For purposes of this Section 7.3(2)(c), the term “Acquisition Proposal” shall have the meaning ascribed thereto in Section 1.1, except that the references to “20%” therein shall be deemed to be references to “50%”. (3) The Aphria EHT Termination Amount or the Tilray SKYE Termination Amount, as applicable, shall be payable by the Party required to pay such fee by wire transfer in immediately available funds to an account specified by the Party to whom such fee is payable. (4) Each of the Parties acknowledges that the agreements contained in this Section 7.3 are an integral part of the transactions contemplated in this Agreement and that, without those agreements, the Parties would not enter into this Agreement. The Parties further acknowledge and agree that the Aphria EHT Termination Amount or the Tilray SKYE Termination Amount, as applicable, (i) is a payment of liquidated monetary damages which are a genuine pre-estimate of the damages which the Party entitled to receive such fee will suffer or incur as a result of the cancellation, termination and disposition of all rights and obligations with respect to the direct or indirect acquisition of Aphria EHT by Tilray SKYE in the circumstances in which the Aphria EHT Termination Amount or the Tilray SKYE Termination Amount, as applicable, is payable, (ii) represents consideration for the disposition by the payee of its rights under this Agreement, (iii) that such payment is not for lost profits or a penalty, and (iv) that no Party shall take any position inconsistent with the foregoing. Each of the Parties irrevocably waives any right it may have to raise as a defense that any such liquidated damages are excessive or punitive. Subject to Section 7.2(3), each of the Parties hereby acknowledges and agrees that, upon any termination of this Agreement as permitted under Section 7.2 under circumstances where a Party is entitled to the Aphria EHT Termination Amount or the Tilray SKYE Termination Amount, as applicable, and such Aphria EHT Termination Amount or Tilray SKYE Termination Amount, as applicable, is paid in full to such Party, the Party to whom such fee has been paid shall be precluded from any other remedy against the other Party at law or in equity or otherwise and in any such case it shall not seek to obtain any recovery, judgment, or damages of any kind, including consequential, indirect, or punitive damages, against the Party who has paid such fee or any of its Subsidiaries or any of their respective directors, officers, employees, partners, managers, members, shareholders or affiliates in connection with this Agreement or the transactions contemplated hereby. (5) Nothing in this Section 7.3 shall preclude a Party from seeking injunctive relief to restrain any breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any such covenants or agreement, and any requirement for securing or posting of any bond in connection with the obtaining of any such injunction or specific performance is hereby being waived.