SUCH
MATTER OR MATTERS ARE NOT CAPABLE OF REMEDY) HAVE A PERIOD OF 10 BUSINESS DAYS
FROM RECEIPT OF THE TERMINATION NOTICE TO REMEDY SUCH BREACH OR BREACHES OF
WARRANTY.
16
8.10
IF THE VENDOR (AT ITS EXPENSE) REMEDIES THE
BREACH OR BREACHES BY NO LATER THAN THE TENTH BUSINESS DAY FROM THE DATE OF
RECEIPT OF THE TERMINATION NOTICE, THE TERMINATION NOTICE SHALL BE OF NO FURTHER
EFFECT IN RESPECT OF SUCH BREACH OR BREACHES AND THE PURCHASER SHALL NOT BE
ENTITLED TO TERMINATE THIS AGREEMENT PURSUANT TO SUCH TERMINATION NOTICE.
8.11
IF THE VENDOR FAILS TO REMEDY THE BREACH (AT ITS
EXPENSE) THIS AGREEMENT SHALL BE DEEMED TO HAVE TERMINATED 10 BUSINESS DAYS FROM
THE DATE WHEN THE TERMINATION NOTICE WAS RECEIVED BY THE VENDOR.
IN THE EVENT
OF ANY SUCH TERMINATION, NONE OF THE PARTIES SHALL HAVE ANY FURTHER RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT OTHER THAN ANY ACCRUED RIGHTS (EXCLUDING ANY
RIGHTS TO BRING WARRANTY CLAIMS) AT THAT TIME EXCEPT IN RESPECT OF THE
PROVISIONS OF CLAUSES 1, 3.4, 16, 17, 18, 19, 20, 22, 23 AND 25 TO 31 INCLUSIVE
WHICH WILL CONTINUE IN FULL FORCE AND EFFECT.
PROMPTLY FOLLOWING SUCH
TERMINATION, THE VENDOR WILL PROVIDE WRITTEN INSTRUCTIONS TO VOYAGEUR ASSET
MANAGEMENT (MA) INC. RELEASING IT FROM ITS OBLIGATIONS UNDER, AND TERMINATING,
THE US ESCROW LETTER.
8.12
IF, NOTWITHSTANDING THAT THE PURCHASER IS AWARE
OF A MATTER OR MATTERS WHICH ENTITLE IT TO TERMINATE THIS AGREEMENT PURSUANT TO
CLAUSE 8.8, COMPLETION OCCURS, THE PURCHASER SHALL NOT BE DEEMED, BY SO DOING,
TO HAVE WAIVED ANY WARRANTY CLAIM OR OTHER CLAIM WHICH IT MIGHT HAVE AGAINST THE
VENDOR IN RESPECT OF THE MATTER OR MATTERS CONCERNED.
8.13
THE VENDOR AND PURCHASER SHALL NOTIFY EACH OTHER
IN WRITING OF ANYTHING WHICH MAY GIVE RISE TO A RIGHT TO TERMINATE PURSUANT TO
CLAUSES 8.8 AS SOON AS REASONABLY POSSIBLE AFTER IT COMES TO THE NOTICE OF
EITHER PARTY AT ANY TIME BETWEEN THE DATE OF THIS AGREEMENT AND THE COMPLETION
DATE.
8.14
THE VENDOR SHALL INDEMNIFY, DEFEND AND HOLD
HARMLESS THE PURCHASER AND EACH MEMBER OF THE TARGET GROUP IN RELATION TO ANY
LOSSES INCURRED BY ANY OF THEM IN RELATION TO THE BB MOTORS CLAIM PROVIDED, FOR
THE AVOIDANCE OF DOUBT, THAT PARAGRAPH 6 OF SCHEDULE 9 SHALL APPLY TO THE BB
MOTORS CLAIM.
8.15
IN THE EVENT THAT ANY TARGET GROUP MEMBER HAS ANY
BORROWINGS THE VENDOR SHALL PAY TO THE PURCHASER AN AMOUNT EQUAL TO SUCH
BORROWINGS WITHIN 10 BUSINESS DAYS OF IT BEING ESTABLISHED TO BOTH PARTIES'
SATISFACTION EACH ACTING REASONABLY THAT ANY SUCH TARGET GROUP MEMBER HAS ANY
BORROWINGS.
8.16
SUBJECT TO REPAYMENT IN FULL OF THE INTERCOMPANY
BALANCE AT COMPLETION, THE VENDOR (FOR ITSELF AND AS AGENT FOR THE OTHER MEMBERS
OF THE VENDOR'S GROUP) IRREVOCABLY AND UNCONDITIONALLY WAIVES WITH EFFECT FROM
COMPLETION ANY RIGHTS OR CLAIMS AGAINST ANY MEMBER OF THE TARGET GROUP
OUTSTANDING AT THE COMPLETION DATE.
8.17
THE VENDOR WILL REIMBURSE TO THE PURCHASER THE
AMOUNT OF ANY