FINANCIAL INSTITUTION IN CONNECTION WITH A FINANCING REQUIRED BY SUCH
PARTY OR ITS SHAREHOLDERS OR AFFILIATES TO MEET, IN PART, ITS OBLIGATIONS UNDER
THIS AGREEMENT; OR
(E)
IN A PROSPECTUS OR OTHER OFFERING DOCUMENT PURSUANT TO WHICH
SUCH PARTY PROPOSES TO RAISE FINANCING TO MEET, IN PART, ITS OBLIGATIONS UNDER
THIS AGREEMENT.
13.
DEFAULT AND TERMINATION
13.1
SUBJECT TO SECTION 11, IF AT ANY TIME
DURING THE PAYMENT PERIOD, A PARTY IS IN DEFAULT OF ANY REQUIREMENT OF THIS
AGREEMENT OR IS IN BREACH OF ANY PROVISION CONTAINED IN THIS AGREEMENT, THE
PARTY AFFECTED BY THE DEFAULT (THE "NON-DEFAULTING PARTY") MAY TERMINATE THIS
AGREEMENT BY GIVING WRITTEN NOTICE OF TERMINATION TO THE OTHER PARTY BUT ONLY
IF:
(A)
IT WILL HAVE GIVEN TO THE OTHER PARTY WRITTEN NOTICE OF THE
PARTICULAR FAILURE, DEFAULT, OR BREACH ON THE PART OF THE OTHER PARTY; AND
(B)
THE OTHER PARTY HAS NOT, WITHIN 30 DAYS FOLLOWING DELIVERY OF
SUCH WRITTEN NOTICE OF DEFAULT, CURED SUCH DEFAULT OR COMMENCED TO CURE SUCH
DEFAULT, IT BEING AGREED BY EACH PARTY THAT SHOULD IT SO COMMENCE TO CURE ANY
DEFAULT IT WILL PROSECUTE SUCH CURE TO COMPLETION WITHOUT UNDUE DELAY.
8
13.2
NOTWITHSTANDING ANY TERMINATION OF THIS
AGREEMENT, THE PURCHASER WILL REMAIN LIABLE FOR THOSE OBLIGATIONS SPECIFIED IN
SECTIONS 10, 12 AND 14 AND THE VENDOR WILL REMAIN LIABLE FOR ITS OBLIGATIONS
UNDER SECTIONS 12 AND 14.
14.
INDEPENDENT ACTIVITIES
14.1
EXCEPT AS EXPRESSLY PROVIDED HEREIN, EACH
PARTY SHALL HAVE THE FREE AND UNRESTRICTED RIGHT TO INDEPENDENTLY ENGAGE IN AND
RECEIVE THE FULL BENEFIT OF ANY AND ALL BUSINESS ENDEAVOURS OF ANY SORT
WHATSOEVER, WHETHER OR NOT COMPETITIVE WITH THE ENDEAVOURS CONTEMPLATED HEREIN
WITHOUT CONSULTING THE OTHER OR INVITING OR ALLOWING THE OTHER TO PARTICIPATE
THEREIN. NO PARTY SHALL BE UNDER ANY FIDUCIARY OR OTHER DUTY TO THE OTHER WHICH
WILL PREVENT IT FROM ENGAGING IN OR ENJOYING THE BENEFITS OF COMPETING
ENDEAVOURS WITHIN THE GENERAL SCOPE OF THE ENDEAVOURS CONTEMPLATED HEREIN. THE
LEGAL DOCTRINES OF "CORPORATE OPPORTUNITY" SOMETIMES APPLIED TO PERSONS ENGAGED
IN A JOINT VENTURE OR HAVING FIDUCIARY STATUS SHALL NOT APPLY IN THE CASE OF ANY
PARTY. IN PARTICULAR, WITHOUT LIMITING THE FOREGOING, NO PARTY SHALL HAVE ANY
OBLIGATION TO ANY OTHER PARTY AS TO:
(A)
ANY OPPORTUNITY TO ACQUIRE, EXPLORE AND DEVELOP ANY MINING
PROPERTY, INTEREST OR RIGHT PRESENTLY OWNED BY IT OR OFFERED TO IT OUTSIDE OF
THE PROPERTY AT ANY TIME; AND
(B)
THE ERECTION OF ANY MINING PLANT, MILL, SMELTER OR REFINERY,
WHETHER OR NOT SUCH MINING PLANT, MILL, SMELTER OR REFINERY TREATS ORES OR
CONCENTRATES FROM THE PROPERTY.
15.
INDEMNITY
15.1
9248-7792 QUEBEC AND GG JOINTLY COVENANT
AND AGREE WITH THE PURCHASER (WHICH COVENANT AND AGREEMENT WILL SURVIVE THE
EXECUTION, DELIVERY AND TERMINATION OF THIS AGREEMENT) TO INDEMNIFY AND SAVE
HARMLESS THE PURCHASER AGAINST ALL LIABILITIES, CLAIMS, DEMANDS, ACTIONS, CAUSES
OF ACTION, DAMAGES, LOSSES, COSTS, EXPENSES OR LEGAL FEES SUFFERED OR INCURRED
BY THE PURCHASER, DIRECTLY OR INDIRECTLY, BY REASON OF OR ARISING OUT OF ANY
WARRANTIES