Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. (i) The Corporation has the requisite corporate power and capacity to execute and deliver this Agreement and to perform its obligations hereunder and to complete the Arrangement. The execution, delivery and performance of this Agreement by the Corporation and the completion of the Arrangement by the Corporation have been duly authorized by its Board of Directors and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement or the completion of the Arrangement by the Corporation other than the approval of the Circular by the Board of Directors and the calling of the Meeting and the receipt of approval of the Shareholders required by the Interim Order and the approval of the Court. (ii) This Agreement has been duly executed and delivered by the Corporation and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws affecting creditors’ rights generally and to general principles of equity. (iii) The Board of Directors has (i) received an oral Fairness Opinion (to be followed by a written Fairness Opinion); and (ii) after receiving the recommendation of a special committee of directors formed for the purpose of, among other things, considering this Agreement and the Arrangement and after consultation with its financial and outside legal advisors (A) determined unanimously (except for directors abstaining because of conflict of interests) that the consideration offered under the Arrangement for each Share is fair from a financial point of view to the Shareholders and that the entering into of this Agreement and the completion of the Arrangement are in the best interests of the Corporation; and (B) determined unanimously (except for directors abstaining because of conflict of interests) to recommend that the holders of the Shares vote in favour of the Arrangement. As of January 10, 2007, all of the Directors have advised that they intend to vote all Shares held by them in favour of the Special Resolution and the Circular will so state. (iv) The execution and delivery of this Agreement by the Corporation do not, and the consummation of the Arrangement and the performance of this Agreement by the Corporation will not: (A) conflict with or violate the Articles of Incorporation or Bylaws or equivalent organizational documents of the Corporation or any of its subsidiaries; (B) assuming that all consents, approvals, authorizations and other actions described in section 3.1(d)(v) have been obtained and that all filings and obligations described in section 3.1(d)(v) have been made, conflict with or violate any Law applicable to the Corporation or any of its subsidiaries or by which any property or asset of the Corporation or any of its subsidiaries is bound; or (C) except as set forth in section 3.1(d)(iv) of the Disclosure Letter, result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien on any property or asset of the Corporation or any of its subsidiaries pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Corporation or any of its Material Subsidiaries is a party or by which the Corporation or any of its Material Subsidiaries or any property or asset of the Corporation or any of its Material Subsidiaries is bound; except, with respect to clauses (B) and (C), for any such events or occurrences that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impair the ability of the Corporation to complete the Arrangement. (v) Except as set out in section 3.1(d) of the Disclosure Letter, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Corporation or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Arrangement, other than: (A) the Interim Order and the Final Order and any approvals required thereby; (B) filings with the Director under the CBCA, with the Toronto Stock Exchange and under provincial securities legislation; (C) the Regulatory Approvals relating to the Corporation; and (D) those, which if not obtained, could not individually or in the aggregate be reasonably expected to be material to the Corporation.

Authority and No Violation. (i) The Corporation has the requisite corporate power and capacity to execute and deliver this Agreement and to perform its obligations hereunder and to complete the Arrangement. The execution, delivery and performance of this Agreement by the Corporation and the completion of the Arrangement by the Corporation have been duly authorized by its Board of Directors and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement or the completion of the Arrangement by the Corporation other than the approval of the Circular by the Board of Directors and the calling of the Meeting and the receipt of approval of the Shareholders required by the Interim Order and the approval of the Court. (ii) This Agreement has been duly executed and delivered by the Corporation and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other Laws affecting creditors’ rights generally and to general principles of equity. (iii) The Board of Directors has (i) received an oral Fairness Opinion (to be followed by a written Fairness Opinion); and (ii) after receiving the recommendation of a special committee of directors formed for the purpose of, among other things, considering this Agreement and the Arrangement and after consultation with its financial and outside legal advisors (A) determined unanimously (except for directors abstaining because of conflict of interests) that the consideration offered under the Arrangement for each Share is fair from a financial point of view to the Shareholders and that the entering into of this Agreement and the completion of the Arrangement are in the best interests of the Corporation; and (B) determined unanimously (except for directors abstaining because of conflict of interests) to recommend that the holders of the Shares vote in favour of the Arrangement. As of January 10, 2007the date hereof, all of the Directors have advised that they intend to vote all Shares held by them in favour of the Special Resolution and the Circular will so state. (iv) The execution and delivery of this Agreement by the Corporation do not, and the consummation of the Arrangement and the performance of this Agreement by the Corporation will not: (A) conflict with or violate the Articles of Incorporation or Bylaws or equivalent organizational documents of the Corporation or any of its subsidiaries; (B) assuming that all consents, approvals, authorizations and other actions described in section 3.1(d)(v) 000 have been obtained and that all filings and obligations described in section 3.1(d)(v) 000 have been made, conflict with or violate any Law applicable to the Corporation or any of its subsidiaries or by which any property or asset of the Corporation or any of its subsidiaries is bound; or (C) except as set forth in section 3.1(d)(iv) 000 of the Disclosure Letter, result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of a Lien on any property or asset of the Corporation or any of its subsidiaries pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Corporation or any of its Material Subsidiaries is a party or by which the Corporation or any of anyof its Material Subsidiaries or any property or asset of the Corporation or any of its Material Subsidiaries is bound; except, with respect to clauses (B) and (C), for any such events or occurrences that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impair the ability of the Corporation to complete the Arrangement. (v) Except as set out in section 3.1(d) 00 of the Disclosure Letter, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Corporation or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Arrangement, other than: (A) the Interim Order and the Final Order and any approvals required thereby; (B) filings with the Director under the CBCA, with the Toronto Stock Exchange and under provincial securities legislation; (C) the Regulatory Approvals relating to the Corporation; and (D) those, which if not obtained, could not individually or in the aggregate be reasonably expected to be material to the Corporation.

Authority and No Violation. (i) The Corporation Company has the requisite necessary corporate power and capacity authority to execute and deliver enter into this Agreement and to perform its obligations hereunder and to complete the Arrangementunder this Agreement. The execution, execution and delivery and performance of this Agreement by the Corporation Company and the completion consummation by the Company of the Arrangement by the Corporation Transaction have been duly authorized by its Board board of Directors directors and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement or the completion of Transaction, other than: (A) with respect to the Arrangement by the Corporation Company Circular and other than matters relating solely thereto, the approval of the Circular by the Board board of Directors and the calling directors of the Meeting and Company; and (B) with respect to the receipt of approval completion of the Shareholders required by the Interim Order and Transaction, the approval of the CourtCompany Shareholders as described in Article 2. (ii) This Agreement has been duly executed and delivered by the Corporation Company and constitutes its a legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally generally, and to general principles of equity. (iii) The Board board of Directors directors of the Company has (iA) unanimously determined as of the date of this Agreement that the Transaction is fair to the Company Shareholders and is in the best interest of the Company, (B) received an oral Fairness Opinion (opinion from Mxxxxxx Lxxxx Canada Inc. to be followed by a written Fairness Opinion); and (ii) after receiving the recommendation effect that, as of a special committee the date of directors formed for the purpose ofthis Agreement, among other things, considering this Agreement and the Arrangement and after consultation with its financial and outside legal advisors (A) determined unanimously (except for directors abstaining because of conflict of interests) that the consideration offered under to the Arrangement for each Share Company Shareholders pursuant to the Transaction is fair from a financial point of view to the Company Shareholders and that (C) unanimously determined as of the entering into date of this Agreement and the completion of the Arrangement are in the best interests of the Corporation; and (B) determined unanimously (except for directors abstaining because of conflict of interests) to recommend that the holders of the Shares Company Shareholders vote in favour of the Arrangementresolution approving the Transaction. As of January 10, 2007the date of this Agreement, all of the Directors Company’s directors have advised the Company that they intend to vote all the Company Shares held by them in favour of the Special Resolution and resolution approving the Circular will so stateTransaction. (iv) The authorization of this Agreement, the execution and delivery by the Company of this Agreement Agreement, the performance by the Corporation do Company of its obligations under this Agreement and the completion of the Transaction will not, and except as set out in the consummation of the Arrangement and the performance of this Agreement by the Corporation will notDisclosure Letter: (A) conflict result (with or violate without notice or the Articles passage of Incorporation time) in a violation or Bylaws or equivalent organizational documents of the Corporation or any of its subsidiaries; (B) assuming that all consents, approvals, authorizations and other actions described in section 3.1(d)(v) have been obtained and that all filings and obligations described in section 3.1(d)(v) have been made, conflict with or violate any Law applicable to the Corporation or any of its subsidiaries or by which any property or asset of the Corporation or any of its subsidiaries is bound; or (C) except as set forth in section 3.1(d)(iv) of the Disclosure Letter, result in any breach of, or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, require any consent to be obtained under or give rise to others any third party right of termination, amendmentcancellation, acceleration acceleration, penalty or cancellation payment obligation or right of purchase or sale under, any provision of: (1) the Company’s or any of its Subsidiary’s certificate of incorporation, articles, by-laws or other charter documents or any agreement with a shareholder; (2) any Laws (subject to obtaining the Regulatory Approvals); or (3) any Material Contract, or creatematerial licence, permit or government grant to which the Company or any Subsidiary of the Company is party or by which it is bound or subject or is the beneficiary; (B) give rise to any right of termination or change acceleration of indebtedness of the Company or any rights Subsidiary of the Company, or obligations cause any such indebtedness to come due before its stated maturity, or cause any available credit of the Company or any Subsidiary of the Company to cease to be available; (C) result in the imposition of any Person undermaterial lien, charge, claim or encumbrance upon any of the Company’s assets or the assets of any Subsidiary of the Company; (D) restrict, hinder, impair or limit the ability of the Company or any Subsidiary of the Company to carry on the business of the Company or any Subsidiary of the Company as and where it is now being carried on in all material respects (excluding such legal restrictions, hindrances, impairments and limitations applicable to the Company or any Subsidiary of the Company due solely to the Company having become a wholly owned Subsidiary of Acquisitionco); or (E) result in any payment (including retention, severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director, officer or employee of the Company or any Subsidiary of the Company, or increase any benefits otherwise payable under any Company Benefit Plan, or result in the creation of a Lien on any property or asset acceleration of the Corporation time of payment or vesting of any such benefits, including the time of exercise of stock options. (v) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Authority is required to be obtained by the Company and its subsidiaries pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise Subsidiaries in connection with the execution and delivery of this Agreement or other instrument or obligation to which the Corporation or any of its Material Subsidiaries is a party or consummation by which the Corporation or any of its Material Subsidiaries or any property or asset Company of the Corporation or Transaction other than (A) any of its Material Subsidiaries is bound; exceptapprovals required by the Interim Order, with respect to clauses (B) the Final Order, (C) filings under the Act contemplated by this Agreement, (D) the Regulatory Approvals, (E) filings under the Securities Act, stock exchange rules and similar Laws as contemplated by this Agreement, and (CF) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Authority (excluding those consents, approvals, orders, authorizations, declarations or filings relating to the specific character of Acquisitonco), for any such events which are set out in the Disclosure Letter or occurrences that could which, if not reasonably be expected to haveobtained, would not, individually or in the aggregate, a Material Adverse Effect reasonably be expected to prevent or materially impair delay the ability of the Corporation to complete the ArrangementTransaction. (v) Except as set out in section 3.1(d) of the Disclosure Letter, no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Corporation or any of its subsidiaries in connection with the execution, delivery and performance of this Agreement or the consummation of the Arrangement, other than: (A) the Interim Order and the Final Order and any approvals required thereby; (B) filings with the Director under the CBCA, with the Toronto Stock Exchange and under provincial securities legislation; (C) the Regulatory Approvals relating to the Corporation; and (D) those, which if not obtained, could not individually or in the aggregate be reasonably expected to be material to the Corporation.

Authority and No Violation. (i) The Corporation Company has the requisite corporate power and capacity authority to execute and deliver enter into this Agreement and to perform its obligations hereunder and to complete the Arrangementhereunder. The execution, execution and delivery and performance of this Agreement by the Corporation Company and the completion consummation by the Company of the Arrangement transactions contemplated by the Corporation this Agreement have been duly authorized by its Board of Directors and no other corporate proceedings on its part are necessary to authorize the execution, delivery and performance of this Agreement or the completion of transactions contemplated hereby, other than: (A) with respect to the Arrangement by Company Meeting, the Corporation Company Circular and other than documents and matters relating solely thereto, the approval of the Circular by the Board of Directors and the calling of the Meeting and Company; and (B) with respect to the receipt completion of the Arrangement, the requisite approval of the Shareholders required by the Interim Order and the approval of the CourtCompany Securityholders. (ii) This Agreement has been duly executed and delivered by the Corporation Company and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally generally, to the limitation on Canadian courts awarding judgements in foreign currencies, and to general principles of equity. (iii) The Board of Directors of the Company has (i) received an oral Fairness Opinion (to be followed by a written Fairness Opinion); and (ii) after receiving the recommendation of a special committee of directors formed for the purpose of, among other things, considering this Agreement and the Arrangement and after consultation with its financial and outside legal advisors (A) determined as of the date hereof unanimously (except for among all directors abstaining because of conflict of interestsnot excluded from the vote due to conflict) that the Arrangement is fair to the Company Securityholders and is in the best interests of the Company, (B) received an opinion from CIBC World Markets Inc. to the effect that, as of the date of this Agreement, the consideration to be offered under to the Company Securityholders pursuant to the Arrangement for each Share is fair from a financial point of view to the Shareholders Company Securityholders, and that the entering into of this Agreement and the completion (C) determined as of the Arrangement are in the best interests of the Corporation; and (B) determined date hereof to unanimously (except for among all directors abstaining because of conflict of interestsnot excluded from the vote due to conflict) to recommend that the holders of the Shares Company Securityholders vote in favour of the Arrangement. As of January 10, 2007, all The directors of the Directors Company that hold Company Common Shares or Company Options have advised that the Company that, as of the date hereof, they intend to vote all their Company Common Shares held by them and/or their Company Options, if any, in favour of the Special Resolution Arrangement and the Circular will so staterepresent in the Company Circular. The Company is not subject to a shareholder rights plan or "poison pill" or similar plan. (iv) The approval of this Agreement, the execution and delivery by the Company of this Agreement by the Corporation do not, and the consummation performance by it of its obligations hereunder and the completion of the Arrangement and the performance of this Agreement by the Corporation transactions contemplated thereby, will not, except as set out in the Company Disclosure Letter: (A) conflict result (with or violate without notice or the passage of time) in a violation or breach of or default under, require any consent to be obtained under or give rise to any termination, purchase or sale rights, acceleration or payment obligation under any provision of: (I) The Company Articles of Incorporation Incorporation, the Company By-Laws or Bylaws or the equivalent organizational documents of each of the Corporation Company's subsidiaries (including any unanimous shareholder agreement or any of its subsidiariesdeclaration, if applicable); (BII) assuming that all consentsany Laws, approvals, authorizations and other actions described in section 3.1(d)(v) have been obtained and that all filings and obligations described in section 3.1(d)(v) have been made, conflict with judgement or violate any Law applicable decree (subject to obtaining the Regulatory Approvals relating to the Corporation or any of its subsidiaries or by which any property or asset of the Corporation or any of its subsidiaries is boundCompany); or (CIII) except as set forth in section 3.1(d)(iv) of the Disclosure Letter, result in any breach of, could not reasonably be expected to individually or constitute a default (or an event which, with notice or lapse of time or both, would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the creation of aggregate have a Lien Material Adverse Effect on the Company, any property or asset of the Corporation or any of its subsidiaries pursuant to any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation permit to which the Corporation Company or any of its Material Subsidiaries subsidiary is a party or by which it is bound or subject or is the Corporation beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of the Company or any subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of the Company or any subsidiary to cease to be available; (C) result in the imposition of any encumbrance, charge or lien upon any of its Material Subsidiaries assets or any property or asset the assets of the Corporation or any of its Material Subsidiaries is boundsubsidiaries; exceptor (D) restrict, with respect to clauses (B) and (C)hinder, for any such events impair or occurrences that could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or materially impair limit the ability of the Corporation Company or any subsidiary to complete carry on the Arrangement. (v) Except as set out in section 3.1(d) business of the Disclosure Letter, no Company or any subsidiary as and where it is now being carried on. No consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the Corporation or any of Company and its subsidiaries in connection with the execution, execution and delivery and performance of this Agreement or the consummation by the Company of the Arrangement, transactions contemplated hereby other than: than (A) the Interim Order and the Final Order and any approvals required thereby; by the Interim Order, (B) the Final Order, (C) filings with the Director under the CBCA, with the Toronto Stock Exchange and under provincial securities legislation; (CD) the Regulatory Approvals relating to the Corporation; and Company, and (DE) thoseany other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which if not obtained, could not individually or have been set forth in the aggregate be reasonably expected to be material to the CorporationCompany Disclosure Letter.