Greenfire Resources Ltd.
For the period ended Jul 22, 2026. Filed Jul 22, 2026.
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Jul 22, 2026 · Filed Jul 22, 2026
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Contents
EX-99.2 · Article 8 TERMINATION
**Article 8
**TERMINATION
| 8.1 | Termination |
This Agreement may be terminated at any time prior to the Closing:
| (a) | by mutual written agreement of the Parties; |
| (b) | by either Party if: |
| (i) | the Closing has not occurred on or prior to the Outside Date, except that the right to terminate this Agreement under this clause shall not be available to either Party whose failure to fulfill any of its obligations in this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or prior to such date; or |
| (ii) | any Applicable Law makes the consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited, and such Applicable Law has become final and non-appealable. |
| (c) | by Purchaser if: |
| (i) | subject to Section 5.4, Connacher breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach or breaches would or would reasonably likely, individually or in the aggregate, give rise to the failure of a condition set forth in Section 5.1 or Section 5.2, except that the right to terminate this Agreement under this Section 8.1(c)(i) shall not be available to Purchaser if its failure to fulfill any of its obligations in this Agreement has been the cause of, or resulted in, the failure of any of the conditions in Section 5.1 or Section 5.2; |
| (ii) | (A) Connacher breaches any of its covenants or agreements in any material respect in Section 3.4 or 3.6, or (B) any Supporting Connacher Shareholder comprising the Majority Holders breaches its respective covenants or agreements in the applicable Support Agreement in any material respect; or |
| (iii) | a Material Adverse Effect in respect of Connacher occurs. |
| (d) | by Connacher if, subject to Section 5.4, Purchaser breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach or breaches would or would reasonably likely, individually or in the aggregate, give rise to the failure of a condition set forth in Section 5.1 or Section 5.3, except that the right to terminate this Agreement under this Section 8.1(d) shall not be available to Connacher if its failure to fulfill any of its obligations in this Agreement has been the cause of, or resulted in, the failure of any of the conditions in Section 5.1 or Section 5.3. |
In the event of the termination of this Agreement in the circumstances set forth in paragraphs(a) through (d) of this Section 8.1, this Agreement shall forthwith become void and of no further force and effect and no Party shall have any liability or further obligation to the other hereunder, except that the obligations set forth in or as otherwise specified in Sections 1.5, 1.12, 3.9, 3.10, 4.4, 8.1, 9.1, 10.1, 10.2, 10.3, 10.4, 10.6 and 10.7 and each Party’s obligations under the Confidentiality Agreement, shall survive such termination.
Except as set forth herein, the exercise by either Party of any right of termination hereunder shall be without prejudice to any other remedy available to such Party (including the Terminating Party’s right to pursue all legal remedies, which shall survive the termination of the Agreement unimpaired) and for greater certainty nothing in this Section 8.1 shall relieve either Party from liability for any breach by it of this Agreement that occurred prior to the date of termination.
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