FOR TAXES
UNDER THE TAX ACT OR UNDER ANY OTHER APPLICABLE LAWS IMPOSING TAXES CAN BE MADE
AGAINST THE CORPORATION OR THE SUBSIDIARIES IN RESPECT OF THE DATES OR PERIODS
COVERED BY THOSE REPRESENTATIONS AND WARRANTIES; AND
(B)
THE DATE ON WHICH THE PERIOD FOR AN APPEAL FROM AN ASSESSMENT,
REASSESSMENT OR OTHER DETERMINATION OF THOSE TAXES, OR DECISION OF A COURT OR
OTHER COMPETENT TRIBUNAL IN RESPECT THEREOF MAY BE FILED HAS EXPIRED AND THAT
APPEAL HAS NOT BEEN FILED.
(B)
PURCHASER SHALL NOT BE ENTITLED TO MAKE ANY CLAIM UNDER THIS
AGREEMENT UNLESS EACH SUCH CLAIM IS IN EXCESS OF $2,000,000 IN THE CASE OF ANY
SINGLE INCORRECT OR INACCURATE REPRESENTATION OR WARRANTY OR BREACH OF A
COVENANT AND THE AGGREGATE AMOUNT OF ALL OF THOSE CLAIMS AS A RESULT OF ALL
INCORRECT OR INACCURATE REPRESENTATIONS AND WARRANTIES AND THE BREACHES OF ALL
COVENANTS OF VENDOR CONTAINED IN THIS AGREEMENT (INCLUDING ANY CLAIMS FOR
INDEMNITY ARISING OUT OF THOSE INCORRECT OR INACCURATE REPRESENTATIONS OR
WARRANTIES AND THOSE BREACHES OF COVENANTS) IS EQUAL TO OR GREATER THAN
$50,000,000, IN WHICH CASE PURCHASER WILL BE ENTITLED (SUBJECT TO
SECTION 6.2(C)) TO RECOVER ALL LOSSES OF PURCHASER RELATED TO THOSE CLAIMS.
FOR
PURPOSES OF THIS SECTION 6.2(B), INCLUDING ANY APPLICABLE CLAIMS PURSUANT TO
ARTICLE 10, AFTER CLOSING ANY APPLICABLE REPRESENTATION AND WARRANTY OR COVENANT
OF VENDOR SHALL BE DEEMED NOT TO BE QUALIFIED BY ANY REFERENCE IN THE TEXT
THEREOF TO MATERIAL OR TO A MATERIAL ADVERSE EFFECT AND VENDOR'S REPRESENTATION
AND WARRANTY IN SECTION 4.15(A) SHALL NOT BE DEEMED NOT TO BE QUALIFIED BY ANY
REFERENCE IN THE TEXT THEREOF TO "TO VENDOR'S KNOWLEDGE" OR WORDS TO THAT
EFFECT.
The foregoing dollar minimums in this Section 6.2(b) shall not apply to any
Claims in respect of inaccurate or incorrect representations and warranties or
breaches of covenants in Section 4.2, Section 4.4, Section 4.12, Section 4.16(d)
or Section 4.19 nor shall they apply to amounts owing to Purchaser or the
Corporation pursuant to Section 3.3 or Section 9.11.
(C)
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, THE
MAXIMUM CUMULATIVE LIABILITY OF VENDOR IN THE AGGREGATE IN RESPECT OF ALL
MATERIAL CLAIMS REGARDING:
(I)
INCORRECT OR INACCURATE REPRESENTATIONS AND WARRANTIES IN
SECTION 4.2 OR SECTION 4.4 (INCLUDING ON INDEMNITIES ARISING THEREFROM) WILL BE
LIMITED TO AN AMOUNT NOT GREATER THAN THE AMOUNT EQUAL TO THE DIFFERENCE BETWEEN
THE PURCHASE PRICE MINUS THE AMOUNT OF ALL LIABILITIES OF VENDOR REFERRED TO IN
SECTION 6.2(C)(II); AND
(II)
INCORRECT OR INACCURATE REPRESENTATIONS AND WARRANTIES (OTHER
THAN THOSE CONTAINED IN SECTION 4.2 OR SECTION 4.4) AND BREACHES OF COVENANTS IN
THIS AGREEMENT (INCLUDING ON INDEMNITIES ARISING THEREFROM) WILL BE LIMITED TO
US$450,000,000.
6.3
NATURE OF SURVIVAL OF PURCHASER'S REPRESENTATIONS, WARRANTIES,
COVENANTS AND INDEMNITIES
The representations and warranties of Purchaser set forth in Article 5 shall
survive the Closing for the benefit of Vendor for a period of eighteen months
from the Closing, after which time Vendor shall
37
not be entitled to advance, make or