RE:Termination fee ?7.4 Expenses and Termination Fees (a) Except as otherwise provided herein, all fees, costs and expenses incurred in connection with this Agreement and the Plan of Arrangement shall be paid by the Party incurring such fees, costs or expenses. (b) If a Company Termination Fee Event occurs, the Company shall pay, or cause to be paid, to the Purchaser (or as the Purchaser shall direct) by wire transfer of immediately available funds the Termination Fee in accordance with Section 7.4(e). (c) For the purposes of this Agreement, “Termination Fee” means C$37,000,000. (d) For the purposes of this Agreement, “Company Termination Fee Event” means the termination of this Agreement: (i) by the Purchaser pursuant to Section 8.2(a)(iii)A (Company Change in Recommendation) or (Breach of Non-Solicitation or Right to Match); (ii) by the Company pursuant to Section 8.2(a)(iv)A (Superior Proposal); or (iii) by either Party pursuant to Section 8.2(a)(ii)A (Effective Time has not occurred before Outside Date) or Section 8.2(a)(ii)C (Company Resolution not approved at Company Meeting) or by the Purchaser pursuant to Section 8.2(a)(iii)C (Breach of Representations, Warranties and Covenants) but only in the event of a termination due to a wilful or intentional breach or fraud by the Company, but only if, in each case set out in this paragraph (iii), prior to the termination of this Agreement, an Acquisition Proposal, or the intention to make an Acquisition Proposal, with respect to the Company shall have been made or publicly announced by any Person (other than the Purchaser or any of its affiliates) and has not expired or been withdrawn prior to the Company Meeting; and: A. within twelve (12) months following the date of such termination any Acquisition Proposal is consummated; or 85 B. within twelve (12) months following the date of such termination the Company or one or more of its subsidiaries enters into a binding written agreement in respect of, or the Company Board approves or recommends, any Acquisition Proposal and that transaction is subsequently consummated at any time thereafter;