Common use of Private Proceedings Clause in Contracts

Private Proceedings. (a) Each of the parties hereto hereby covenants and agrees that the Dissent Proceedings and the Oppression Claim (collectively, the “Private Proceedings”) shall be conducted by private confidential dispute resolution in accordance with Schedule “B” attached hereto. Subject to completion of the Arrangement, the Purchaser agrees that the Securityholders shall be paid 80% of the Consideration in respect of each Subject Share within two Business Days following the Effective Date, with the remaining 20% of the Consideration (plus interest on such 20% from the Effective Date to the date of payment thereof at a per annum rate equal to the Canada 1 Year Treasury Bi▇▇ ▇▇▇▇▇ ▇t the close of business on the Effective Date) payable within two Business Days following the final determination of the Dissent Proceedings (or any settlement thereof) in accordance with Schedule “B” attached hereto. (b) The Purchaser and Rio Tinto agree that, for the purposes of the Private Proceedings only, and without prejudice to any other proceedings, including the US Class Action, the Purchaser and Rio Tinto shall be liable to satisfy any amount ordered to be paid to the Securityholders notwithstanding that the claims asserted and amounts ordered to be paid in the Private Proceedings are in respect of claims against Affiliates of Rio Tinto or the Purchaser, including the Company, that are not parties to this Agreement. For the avoidance of doubt, Rio Tinto and the Purchaser reserve their rights to argue that any claims asserted lack merit.

Private Proceedings. (a) Each of the parties hereto hereby covenants and agrees that the Dissent Proceedings and the Oppression Claim (collectively, the “Private Proceedings”) shall be conducted by private confidential dispute resolution in accordance with Schedule “B” attached hereto. Subject to completion of the Arrangement, the Purchaser agrees that the Securityholders shall be paid 80% of the Consideration in respect of each Subject Share within two Business Days following the Effective Date, with the remaining 20% of the Consideration (plus interest on such 20% from the Effective Date to the date of payment thereof at a per annum rate equal to the Canada 1 Year Treasury Bi▇▇▇▇ ▇▇▇▇▇ ▇t at the close of business on the Effective Date) payable within two Business Days following the final determination of the Dissent Proceedings (or any settlement thereof) in accordance with Schedule “B” attached hereto. (b) The Purchaser and Rio Tinto agree that, for the purposes of the Private Proceedings only, and without prejudice to any other proceedings, including the US Class Action, the Purchaser and Rio Tinto shall be liable to satisfy any amount ordered to be paid to the Securityholders notwithstanding that the claims asserted and amounts ordered to be paid in the Private Proceedings are in respect of claims against Affiliates of Rio Tinto or the Purchaser, including the Company, that are not parties to this Agreement. For the avoidance of doubt, Rio Tinto and the Purchaser reserve their rights to argue that any claims asserted lack merit.

Private Proceedings. (a) Each of the parties hereto hereby covenants and agrees that the Dissent Proceedings and the Oppression Claim (collectively, the “Private Proceedings”) shall be conducted by private confidential dispute resolution in accordance with Schedule “B” attached hereto. Subject to completion of the Arrangement, the Purchaser agrees that the Securityholders shall be paid 80% of the Consideration in respect of each Subject Share within two Business Days following the Effective Date, with the remaining 20% of the Consideration (plus interest on such 20% from the Effective Date to the date of payment thereof at a per annum rate equal to the Canada 1 Year Treasury Bi▇▇▇▇ ▇▇▇▇▇ ▇t at the close of business on the Effective Date) payable within two Business Days following the final determination of the Dissent Proceedings (or any settlement thereof) in accordance with Schedule “B” attached hereto. (b) The Purchaser and Rio Tinto agree that, for the purposes of the Private Proceedings only, and without prejudice to any other proceedings, including the US Class Action, the Purchaser and Rio Tinto shall be liable to satisfy any amount ordered to be paid to the Securityholders notwithstanding that the claims asserted and amounts ordered to be paid in the Private Proceedings are in respect of claims against Affiliates of Rio Tinto or the Purchaser, including the Company, that are not parties to this Agreement. For the avoidance of doubt, Rio Tinto and the Purchaser reserve their rights to argue that any claims asserted lack merit.