Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. (a) Each of Parent and Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror and the consummation by Offeror of the Offer have been duly authorized by their respective boards of directors and no other corporate proceedings on their parts are necessary to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by each of Parent and Offeror and constitutes a legal, valid and binding obligation of each of Parent and Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror of this Agreement and the performance by them of their respective obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (i) the constating documents of Parent and Offeror; (ii) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement; (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent or Offeror is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement; or (iv) any judgment, decree, order or award of any Governmental Entity or arbitrator. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreement.

Authority and No Violation. (a) Each of Parent and The Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and the Offeror and the consummation by the Offeror of the Offer have been duly authorized by their respective boards its Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or to amend the Offer, other than with respect to the Notice of Change and Variation and other matters related solely thereto. This Agreement has been duly executed and delivered by each of Parent and the Offeror and constitutes a legal, valid and binding obligation of each of Parent and the Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and the Offeror of this Agreement and the performance by them it of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and or any Subsequent Acquisition Transaction, will not not: (i) result (with or without notice or the passage of time) in a violation or breach of of, or constitute a default under any provision of: (iA) the constating documents of Parent and the Offeror; (iiB) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected have a Material Adverse Effect with respect to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement;Offeror; or (iiiC) any notejudgment, bonddecree, mortgageorder or award of any court, indenture, contract, licence, permit governmental body or government grant to which Parent or Offeror is party or by which it is boundarbitrator, except as to the extent that the violation or breach would not, individually or in the aggregate, reasonably be expected to materially adversely affect have a Material Adverse Effect with respect to the ability of Parent or Offeror to perform their respective obligations under this Agreement; or (iv) any judgment, decree, order or award of any Governmental Entity or arbitratorOfferor. (c) No All requisite regulatory approvals have been obtained and no consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or the Offeror in connection with for the consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreement.

Authority and No Violation. (a) Each of Parent and The Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and the Offeror and the consummation by the Offeror of the Offer have has been duly authorized by their respective boards its Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by each of Parent and the Offeror and constitutes a legal, valid and binding obligation of each of Parent and the Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) . The authorization of this Agreement, the execution and delivery by Parent and the Offeror of this Agreement and the performance by them it of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition or any subsequent amalgamation of the Offeror and any Subsequent Acquisition Transactionthe Company, will not not: (i) result (with or without notice or the passage of time) in a violation or breach of of, or constitute a default under, require any consent to be obtained under or give rise to any third party right of termination, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under, any provision of: (iA) its or any Subsidiary’s certificate of incorporation, articles, by-laws or other charter documents or any agreement with a shareholder or the constating documents agreements covering any of Parent and Offerorits material joint ventures; (iiB) any applicable LawsLaws (subject to obtaining the regulatory approvals Disclosed to the Company), except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected have a Material Adverse Effect with respect to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement;Offeror; or (iiiC) any note, bond, mortgage, indenture, contract, licence, permit or permit, government grant to which Parent the Offeror, any Subsidiary or Offeror any of its material joint ventures is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect have a Material Adverse Effect with respect to the ability of Parent or Offeror to perform their respective obligations under this Agreement; orOfferor; (ivii) give rise to any judgmentright of termination, decreeamendment, order acceleration or award cancellation of indebtedness of the Offeror, any Subsidiary or any of its material joint ventures, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of the Offeror, any Subsidiary or any of its material joint ventures to cease to be available; and (iii) result in the imposition of any Governmental Entity encumbrance, charge or arbitrator. (c) lien upon any assets of the Offeror, any Subsidiary or any of its material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Offeror. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity governmental authority is required to be obtained by Parent the Offeror, its Subsidiaries, or Offeror its material joint ventures in connection with consummation the execution and delivery of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by this Agreement or Disclosed to the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this AgreementCompany.

Authority and No Violation. (a) Each of Parent and Offeror The Company has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror the Company and the consummation by Offeror the Company of the Offer have been duly authorized by their respective boards its Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer, other than, with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by each of Parent and Offeror the Company and constitutes a legal, valid and binding obligation of each of Parent and Offerorthe Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror the Company of this Agreement and the performance by them it of their respective its obligations under this Agreement, and the consummation of the OfferOffer (but for greater certainty, not including any Compulsory Acquisition and or any Subsequent Acquisition Transaction), will not not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (iA) its or any Subsidiary’s certificate of incorporation, articles, by-laws or other charter documents or the constating documents agreements governing any of Parent and Offerorits material joint ventures; (iiB) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company; (C) any judgment, decree, order or award of any court, governmental body or arbitrator, except to the extent that the violation or breach would not, individually or in the aggregate, reasonably be expected to materially adversely affect have a Material Adverse Effect with respect to the ability of Parent or Offeror to perform their respective obligations under this AgreementCompany; (iiiD) any note, bond, mortgage, indenture, contract, licence, permit or permit, government grant to which Parent the Company, any subsidiary or Offeror any material joint venture of the Company is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect have a Material Adverse Effect with respect to the ability Company; (ii) give rise to any right of Parent termination, acceleration or Offeror cancellation of indebtedness of the Company, any subsidiary or any material joint venture of the Company, or cause any such indebtedness to perform their respective obligations come due before its stated maturity; (iii) other than the IFI Rights, the Change of Control Agreements and the terms of the Company’s engagement of N M Rothschild & Sons Limited, trigger any change in control provisions or any restriction or limitation under this Agreementany such note, bond, mortgage, indenture, contract, license, franchise or permit, or result in the imposition of any encumbrance, charge or lien upon any of the Company’s assets or the assets of any of its subsidiaries or material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Company; or (iv) any judgment, decree, order or award result in the imposition of any Governmental Entity encumbrance, charge or arbitratorlien upon any assets of the Company or any subsidiary or any material joint venture of the Company. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity governmental authority is required to be obtained by Parent the Company or Offeror the Subsidiaries in connection with consummation the execution and delivery of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreement.

Authority and No Violation. (a) Each of Parent and Offeror Barrick has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror Barrick and the consummation by Offeror Barrick of the Offer have been duly authorized by their respective boards its board of directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer, other than with respect to the Notice of Variation and other matters relating solely thereto. This Agreement has been duly executed and delivered by each of Parent and Offeror Barrick and constitutes a legal, valid and binding obligation of each of Parent and OfferorBarrick, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror Barrick of this Agreement and the performance by them it of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (iA) its or any Barrick Subsidiary's certificate of incorporation, articles, by-laws or other charter documents or the constating documents agreements covering any of Parent and OfferorXxxxxxx'x material joint ventures; (iiB) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected have a Material Adverse Effect with respect to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement;Barrick; or (iiiC) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent Barrick or Offeror any Barrick Subsidiary or Barrick material joint venture is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect have a Material Adverse Effect with respect to Barrick; (ii) give rise to any right of termination, acceleration or cancellation of indebtedness of Barrick or any Barrick Subsidiary or Barrick material joint venture, or cause any such indebtedness to come due before its stated maturity; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or permit, or result in the ability imposition of Parent any encumbrance, charge or Offeror lien upon any of Xxxxxxx'x assets or the assets of any Barrick Subsidiaries or Xxxxxxx'x material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to perform their respective obligations under this Agreementhave a Material Adverse Effect with respect to Barrick; or (iv) any judgment, decree, order or award result in the imposition of any Governmental Entity Encumbrance or arbitrator. (c) No consent, approval, order Encumbrances upon any assets of Barrick or authorization of, any Barrick Subsidiary or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this AgreementBarrick material joint venture, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or in the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreementreasonably be expected to have a Material Adverse Effect with respect to Barrick.

Authority and No Violation. (a) Each of Parent and Offeror Placer Dome has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror Placer Dome and the consummation by Offeror Placer Dome of the Offer have been duly authorized by their respective boards the Placer Dome Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer, other than with respect to the Directors' Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by each of Parent and Offeror Placer Dome and constitutes a legal, valid and binding obligation of each of Parent and OfferorPlacer Dome, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror Placer Dome of this Agreement and the performance by them it of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (iA) its or any Placer Dome Subsidiary's certificate of incorporation, articles, by-laws or other charter documents or the constating documents agreements covering any of Parent and OfferorPlacer Dome's material joint ventures; (iiB) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected have a Material Adverse Effect with respect to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement;Placer Dome; or (iiiC) any note, bond, mortgage, indenture, contract, licence, permit or or, government grant to which Parent Placer Dome or Offeror any Placer Dome Subsidiary or Placer Dome material joint venture is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect have a Material Adverse Effect with respect to Placer Dome; (ii) give rise to any right of termination, acceleration or cancellation of indebtedness of Placer Dome or any Placer Dome Subsidiary or Placer Dome's material joint ventures, or cause any such indebtedness to come due before its stated maturity; (iii) give rise to any rights of first refusal or, except as disclosed to Barrick pursuant to Section 9(a) of this Schedule C, trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or permit, or result in the ability imposition of Parent any encumbrance, charge or Offeror lien upon any of Placer Dome's assets or the assets of any of the Placer Dome Subsidiaries or Placer Dome's material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to perform their respective obligations under this Agreementhave a Material Adverse Effect with respect to Placer Dome; or (iv) any judgment, decree, order or award result in the imposition of any Governmental Entity Encumbrance or arbitrator. (c) No consent, approval, order Encumbrances upon any assets of Placer Dome or authorization of, any Placer Dome Subsidiary or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this AgreementPlacer Dome material joint venture, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or in the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreementreasonably be expected to have a Material Adverse Effect with respect to Placer Dome.

Authority and No Violation. (a) Each of Parent Symmetry and Offeror Acquisitionco has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent Symmetry and Offeror Acquisitionco and the consummation by Offeror Symmetry and Acquisitionco of the Offer Arrangement have been duly authorized by their respective boards of directors and no other corporate proceedings on their parts are necessary to authorize this Agreement or the OfferArrangement except for the approval of the stockholders of Symmetry as set out in the Agreement. This Agreement has been duly executed and delivered by each of Parent Symmetry and Offeror Acquisitionco and constitutes a legal, valid and binding obligation of each of Parent Symmetry and OfferorAcquisitionco, enforceable against it them in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent Symmetry and Offeror Acquisitionco of this Agreement and the performance by each of them of their respective obligations under this Agreement, and the consummation effectiveness of the Offer, any Compulsory Acquisition and any Subsequent Acquisition TransactionArrangement, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (i) the constating documents of Parent and OfferorSymmetry or Acquisitionco; (ii) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability have a Material Adverse Effect in respect of Parent Symmetry or Offeror to perform their respective obligations under this AgreementAcquisitionco; (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent Symmetry or Offeror Acquisitionco is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability have a Material Adverse Effect in respect of Parent Symmetry or Offeror to perform their respective obligations under this AgreementAcquisitionco; or (iv) any judgment, decree, order or award of any Governmental Entity Authority or arbitrator. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity Authority is required to be obtained by Parent Symmetry or Offeror Acquisitionco in connection with consummation of the transactions contemplated by the Offer Arrangement and this Agreement other than those which are contemplated by the Offer Arrangement and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer Arrangement and this Agreement.

Authority and No Violation. (a) Each of Parent and Offeror Alcan has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror Alcan and the consummation by Offeror Alcan of the Offer transactions contemplated by this Agreement have been duly authorized by their respective boards the Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer. transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by each of Parent and Offeror Alcan and constitutes a legal, valid and binding obligation of each of Parent and OfferorAlcan, enforceable against it in accordance with its terms, terms subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (bc) The authorization of this Agreement, the execution and delivery by Parent and Offeror Alcan of this Agreement and the performance by them it of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transactiontransactions contemplated by this Agreement, will not not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require any consent to be obtained under or give rise to any third party right of termination, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under, any provision of: (iA) the constating its or any Alcan Subsidiary's certificate of incorporation, articles or by-laws or other charter documents of Parent and Offeroror any agreement by it or any material Alcan Subsidiary with a shareholder; (iiB) any applicable LawsLaws (subject to obtaining the regulatory consents contemplated by this Agreement or the regulatory consents disclosed in the Alcan Disclosure Letter), except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability have a Material Adverse Effect in respect of Parent or Offeror to perform their respective obligations under this AgreementAlcan; (iiiC) any note, bond, mortgage, indenture, contract, licence, permit or or, government grant to which Parent Alcan or Offeror any Alcan Subsidiary is party or by which it is bound, bound except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability have a Material Adverse Effect in respect of Parent or Offeror to perform their respective obligations under this AgreementAlcan; or (ivD) any judgment, decree, order or award of any Governmental Entity or arbitrator. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, arbitrator except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or in the in aggregate, prevent reasonably be expected to have a Material Adverse Effect in respect of Alcan; (ii) give rise to any right of termination, acceleration, pre-payment, novation, "make-whole" or materially delay cancellation of indebtedness of Alcan or any Alcan Subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of Alcan or any Alcan Subsidiary which is material to Alcan and the consummation Alcan Subsidiaries taken as a whole to cease to be available except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan; (iii) except as may be provided under the Continuity Agreement, give rise to any right of first refusal or trigger any change in control provisions (other than in respect of the transactions contemplated by Convertible Notes) or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, license, franchise or permit except as would not, individually or in the Offer and this Agreementaggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan; or (iv) result in the imposition of any Encumbrance upon any assets of Alcan or any Alcan Subsidiary except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan.

Authority and No Violation. (a) Each of Parent and Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror and the consummation by Offeror making of the Offer by Offeror have been duly authorized by their respective boards the board of directors of Offeror and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or to make the Offer. This Agreement has been duly executed and delivered by each of Parent and Offeror and constitutes a legal, valid and binding obligation of each of Parent and Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror of this Agreement and the performance by them Offeror of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (i) the constating documents of Parent and Offeror; (ii) any applicable Laws, except to the extent that the violation such violation, breach or breach of, under, any applicable Laws, default would not, individually or in the aggregate, reasonably be expected to reasonably be expected to prevent or materially adversely affect delay the ability consummation of Parent or Offeror to perform their respective obligations under this Agreementthe Offer; (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent or Offeror is party or by which it is bound, except as to the extent that such violation, breach or default would not, individually or in the aggregate, reasonably be expected to prevent or materially adversely affect delay the ability consummation of Parent or Offeror to perform their respective obligations under this Agreementthe Offer; or (iv) any judgment, decreedegree, order or award of any Governmental Entity Regulatory Authority or arbitrator. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity Regulatory Authority (other than pursuant to applicable securities Laws) is required to be obtained or made by Parent or the Offeror (i) in connection with consummation its execution of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions any transaction contemplated by the Offer and this Agreement.

Authority and No Violation. (ai) Each of Parent and Offeror The Purchaser has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery consummation by the Purchaser of the transactions contemplated by this Agreement by Parent and Offeror and the consummation by Offeror of the Offer have has been duly authorized by their respective boards its Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer. transactions contemplated hereby or thereby. (ii) The Purchaser has all necessary authority to increase capital in the amount contemplated to be issued in accordance with this transaction. (iii) This Agreement has been duly executed and delivered by each of Parent and Offeror the Purchaser and constitutes a its legal, valid and binding obligation of each of Parent and Offerorobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, to the limitation on Canadian courts awarding judgements in foreign currencies, and to general principles of equity. (biv) The authorization approval of this Agreement, the execution and delivery by Parent and Offeror the Purchaser of this Agreement and the performance by them it of their respective its obligations under this Agreement, hereunder and the consummation completion of the Offer, any Compulsory Acquisition Arrangement and any Subsequent Acquisition Transactionthe transactions contemplated thereby, will not result (with or without notice or the passage of time) in a violation or breach of of, require any consent to be obtained under or constitute a default give rise to any termination, purchase or sale rights or payment obligation under any provision of: (iI) the constating documents of Parent and Offeror;its charter documents; or (iiII) any applicable Laws, judgement or decree (subject to obtaining the Regulatory Approvals relating to the Purchaser), except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgement or decree would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect have a Material Adverse Effect on the ability of Parent or Offeror to perform their respective obligations under this Agreement; (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent or Offeror is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement; or (iv) any judgment, decree, order or award of any Governmental Entity or arbitratorPurchaser. (cv) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror the Purchaser in connection with the execution and delivery of this Agreement or the consummation by the Purchaser of the transactions contemplated by the Offer and this Agreement hereby or thereby other than those which are contemplated by (A) the Offer Regulatory Approvals relating to the Purchaser, (B) any filings required in connection with the issuance of the Purchaser Shares, and this Agreement, except for such (C) any other consents, approvals, orders or orders, authorizations, or declarations or filingsfilings of or with a Governmental Entity which have been set forth in writing by the Purchaser to the Company in a form acceptable to the Company or which, as to which the failure to obtain or make if not obtained, would not, individually or in the in aggregate, prevent or materially delay have a Material Adverse Effect on the consummation of the transactions contemplated by the Offer and this AgreementPurchaser.

Authority and No Violation. (a) Each of Parent Xxxxxx and Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent Xxxxxx and Offeror and the consummation by Offeror of the Offer have been duly authorized by their respective boards of directors and no other corporate proceedings on their parts are necessary to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by each of Parent Xxxxxx and Offeror and constitutes a legal, valid and binding obligation of each of Parent Xxxxxx and Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent Xxxxxx and Offeror of this Agreement and the performance by them of their respective obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Contemplated Transaction, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (i) the constating documents of Parent Xxxxxx and Offeror; (ii) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability of Parent Xxxxxx or Offeror to perform their respective obligations under this Agreement; (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent Xxxxxx or Offeror is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Parent Xxxxxx or Offeror to perform their respective obligations under this Agreement; or (iv) any judgment, decree, order or award of any Governmental Entity or arbitrator.. v6 (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent Xxxxxx or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this AgreementContemplated Transaction.

Authority and No Violation. (a) Each of Parent and Offeror i. SEMAFO has the necessary corporate power, authority and capacity to enter into this Combination Agreement and to perform its obligations hereunder. The execution and delivery of this Combination Agreement by Parent and Offeror and the consummation by Offeror of the Offer have SEMAFO has been duly authorized by their respective boards of directors the SEMAFO Board and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the OfferCombination Agreement. This Combination Agreement has been duly executed and delivered by each of Parent and Offeror SEMAFO and constitutes a legal, valid and binding obligation of each of Parent and OfferorSEMAFO, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) ii. The authorization of this Combination Agreement, the execution and delivery by Parent and Offeror SEMAFO of this Combination Agreement and the performance by them it of their respective its obligations under this Combination Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, Amalgamation will not not: (A) result (with or without notice or the passage of time) in a violation or breach of or constitute a default or event of default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (i) the constating documents of Parent and OfferorI. its or any SEMAFO Subsidiary’s articles, by-laws or other charter documents; (ii) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement; (iii) II. any note, bond, mortgage, indenture, instrument, contract, licenceagreement, permit lease, Authorization or government grant to which Parent SEMAFO or Offeror any SEMAFO Subsidiary is a party or by which it any of their respective properties or assets or material joint ventures is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability have a Material Adverse Effect in respect of Parent or Offeror to perform their respective obligations under this AgreementSEMAFO; or (iv) III. any applicable Laws or any judgment, decree, order or award of any Governmental Entity or arbitrator., except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of SEMAFO; (cB) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of SEMAFO or any SEMAFO Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of SEMAFO or any SEMAFO Subsidiary to cease to be available, or cause any security interest in any assets of SEMAFO or any SEMAFO Subsidiary to become enforceable or realizable, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of SEMAFO; (C) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of SEMAFO; or (D) result in the imposition of any Encumbrance upon any assets of SEMAFO or any SEMAFO Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of SEMAFO; iii. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror SEMAFO in connection with this Combination Agreement and the consummation of the transactions contemplated by the Offer Amalgamation and this Combination Agreement other than those which are contemplated by the Offer requirement to prepare and file this AgreementCombination Agreement on SEDAR together with related continuous disclosure filings, except for and such authorizations, consents, approvals, orders or authorizations, or declarations or filings, approvals and filings as to which the failure to obtain or make would not, individually or in the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Combination Agreement.

Authority and No Violation. (a) Each of Parent and Offeror The Company has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror the Company and the consummation completion by Offeror the Company of the Offer Contemplated Transactions have been duly authorized by their respective boards the Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the OfferContemplated Transactions, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by each of Parent and Offeror the Company and constitutes a legal, valid and binding obligation of each of Parent and Offerorthe Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror the Company of this Agreement and the performance by them it of their respective its obligations under this Agreement, Agreement and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, Transaction will not not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (iA) its or any Company Subsidiary’s notice of articles, articles, by-laws or other charter documents, the constating documents agreements among the shareholders of Parent and Offerorany Company Subsidiary or the agreements covering any of the Company’s material joint ventures; (iiB) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect have a Material Adverse Effect in respect of the ability of Parent or Offeror to perform their respective obligations under this AgreementCompany; (iiiC) any note, bond, mortgage, indenture, instrument, contract, licenceagreement, permit lease, Authorization or government grant to which Parent the Company or Offeror any Company Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect have a Material Adverse Effect in respect of the ability of Parent or Offeror to perform their respective obligations under this AgreementCompany; or (ivD) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of the Company or any Company Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of the Company or any Company Subsidiary to cease to be available, or cause any security interest in any assets of the Company or any Company Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company; or (iv) result in the imposition of any Encumbrance upon any assets of the Company or any Company Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror the Company (i) in connection with the consummation of the transactions contemplated by Contemplated Transactions or (ii) for the consummation of the Offer and this Agreement any Subsequent Acquisition Transaction not to cause or result in any loss of rights or assets or any interest therein held by the Company or any of the Company Subsidiaries, in each case other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions expressly contemplated by the Offer and this Agreement.

Authority and No Violation. (a) Each of Parent and Offeror Barrick has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror Barrick and the consummation by Offeror Parent of the Offer have been duly authorized by their respective the boards of directors of Barrick and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by each of Parent and Offeror Barrick and constitutes a legal, valid and binding obligation of each of Parent and OfferorBarrick, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror Barrick of this Agreement and the performance by them Barrick of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (i) the constating documents of Parent and OfferorBarrick; (ii) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability of Parent or Offeror Barrick to perform their respective its obligations under this Agreement; (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent or Offeror Barrick is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Parent or Offeror Barrick to perform their respective its obligations under this Agreement; or (iv) any judgment, decree, order or award of any Governmental Entity or arbitrator. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror Barrick in connection with the consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreement.

Authority and No Violation. (a) Each of Parent and Offeror Kimber has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror Kimber and the consummation by Offeror Kimber of the Offer have been duly authorized by their respective boards the Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by each of Parent and Offeror Kimber and constitutes a legal, valid and binding obligation of each of Parent and OfferorKimber, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror Kimber of this Agreement and the performance by them it of their respective its obligations under this Agreement, Agreement and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, Transaction will not not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre- emptive or participation right under, any provision of: (iA) its or any Subsidiary’s certificate of incorporation, articles, by-laws, notice of articles or other charter documents or the constating documents of Parent and Offeroragreements covering the Project; (iiB) any applicable Laws, except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability have a Material Adverse Change in respect of Parent or Offeror to perform their respective obligations under this AgreementKimber; (iiiC) any note, bond, mortgage, indenture, instrument, contract, licenceagreement, permit lease, Authorization, Concession or government grant or licence to which Parent Kimber or Offeror any Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability have a Material Adverse Change in respect of Parent or Offeror to perform their respective obligations under this AgreementKimber; or (ivD) any judgment, decree, order or award of any Governmental Entity or arbitrator, except to the extent that the violation or breach of, or default under, any such judgment, decree, order or award, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change in respect of Kimber; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Kimber or any Subsidiary, or cause any available credit of Kimber or any Subsidiary which is material to Kimber and the Subsidiary, taken as a whole, to cease to be available, or cause any security interest in any assets of Kimber or any Subsidiary to become enforceable or realizable, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change in respect of Kimber; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, lease, Authorization, Concession or government grant or licence, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change in respect of Kimber; or (iv) result in the imposition of any Encumbrance upon any assets of Kimber or any Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Change in respect of Kimber. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror Kimber in connection with the consummation of the transactions contemplated by the Offer and this Agreement other than those which are expressly contemplated by the Offer and this Agreement, Agreement and except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or in the in aggregate, prevent reasonably be expected to have a Material Adverse Change in respect of Kimber or be reasonably likely to materially delay the consummation of the transactions contemplated by the Offer and this Agreement. (d) To the knowledge of Kimber, there are no pending changes to applicable Laws or governmental position that would render illegal, or materially restrict, the development and exploitation of the Project by the Offeror and Invecture or that could reasonably be expected to materially affect the Project or the business of Kimber or the business or legal environment under which Kimber operates.

Authority and No Violation. (a) Each of Parent and Offeror Barrick has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror Barrick and the consummation by Offeror Parent of the Offer have been duly authorized by their respective the boards of directors of Barrick and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by each of Parent and Offeror Barrick and constitutes a legal, valid and binding obligation of each of Parent and OfferorBarrick, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror Barrick of this Agreement and the performance by them Barrick of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (i) the constating documents of Parent and OfferorBarrick; (ii) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability of Parent or Offeror Barrick to perform their respective its obligations under this Agreement; (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent or Offeror Barrick is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Parent or Offeror Barrick to perform their respective its obligations under this Agreement; or (iv) any judgment, decree, order or award of any Governmental Entity or arbitrator. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror Barrick in connection with the consummation of the transactions contemplated by the Offer and this Agreement Table of Contents other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreement.

Authority and No Violation. (ai) Each of Parent and Offeror has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror and the consummation by Offeror Parent of the Offer transactions contemplated by this Agreement have been duly authorized by their respective boards its Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer. transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by each of Parent and Offeror and constitutes a its legal, valid and binding obligation of each of Parent and Offerorobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (biii) The authorization Board of Directors of Parent has determined that the Arrangement is fair to the holders of the Parent Common Shares and is in the best interests of Parent. (iv) The approval of this Agreement, the execution and delivery by Parent and Offeror of this Agreement and the performance by them of their respective obligations under this Agreement, and the consummation performance by it of its obligations hereunder and the completion of the Offer, any Compulsory Acquisition Arrangement and any Subsequent Acquisition Transactionthe transactions contemplated thereby, will not not: (A) result (with or without notice or the passage of time) in a violation or breach of of, require any consent to be obtained under or constitute a default give rise to any termination, purchase or sale rights or payment obligation under any provision of: (iI) the constating documents its or any of Parent and Offerorits Subsidiary’s certificate of incorporation, articles, by-laws or other charter documents, including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any party holding an ownership interest in any of its Subsidiaries; (iiII) subject to obtaining the Appropriate Regulatory Approvals relating to Parent, any applicable Laws, judgment or decree except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement;have a Material Adverse Effect on Parent; or (iiiIII) any note, bond, mortgage, indenture, contract, licence, permit or government grant subject to which obtaining the Appropriate Regulatory Approvals relating to Parent or Offeror is party or by which it is bound, and except as would not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect on Parent, any material contract, agreement, license, franchise or permit to materially adversely affect which it is party or by which it is bound or is subject or is the ability beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of Parent or Offeror any Subsidiary, or cause such indebtedness to perform their respective obligations under this Agreement; orcome due before its stated maturity or cause any available credit of Parent or any Subsidiary to cease to be available; (ivC) any judgmentexcept as would not, decreeindividually or in the aggregate, order or award have a Material Adverse Effect on Parent, result in the imposition of any Governmental Entity encumbrance, charge or arbitrator. (c) lien upon any of its assets or the assets of any of its Subsidiaries or restrict, hinder, impair or limit its ability to carry on its business in any material respect as and where it is now being carried on; or No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror its Subsidiaries in connection with the execution and delivery of this Agreement, or the consummation by Parent of the transactions contemplated by the Offer and this Agreement hereby other than those which are contemplated by (A) the Offer and Appropriate Regulatory Approvals relating to Parent, (B) any filings referenced in this Agreement, except for such and (C) any other consents, approvals, orders or orders, authorizations, or declarations or filingsfilings of or with a Governmental Entity which, as to which the failure to obtain or make if not obtained, would not, individually or in the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreementhave a Material Adverse Effect on Parent.

Authority and No Violation. (a) Each of Parent Invecture and the Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent Invecture and the Offeror and the consummation by the Offeror of the Offer have been duly authorized by their respective boards the board of directors of Invecture and the Offeror and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by each of Parent Invecture and the Offeror and constitutes a legal, valid and binding obligation of each of Parent Invecture and the Offeror, enforceable against it each of them in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent Invecture and the Offeror of this Agreement and the performance by them Invecture and the Offeror of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (i) Invecture or the constating documents Offeror’s certificate of Parent and Offerorincorporation, articles, by-laws or other charter documents; (ii) any applicable Laws, except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability of Parent Invecture or the Offeror to perform their respective obligations under this Agreement; (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent or Offeror is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective its obligations under this Agreement; or (iviii) any judgment, decree, order or award of any Governmental Entity or arbitrator. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent Invecture or the Offeror in connection with the consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreement.

Authority and No Violation. (a) Each of Parent and Offeror Yamana has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror Yamana and the consummation by Offeror Yamana of the Offer have been duly authorized by their respective boards its board of directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer, other than with respect to the Notice of Variation and Extension and other matters relating solely thereto. This Agreement has been duly executed and delivered by each of Parent and Offeror Yamana and constitutes a legal, valid and binding obligation of each of Parent and OfferorYamana, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror Yamana of this Agreement and the performance by them it of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (iA) the constating documents its or any Yamana Subsidiary’s certificate of Parent and Offerorincorporation, articles, by-laws or other charter documents; (iiB) any applicable Laws, except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected have a Material Adverse Effect with respect to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement;Yamana; or (iiiC) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent Yamana or Offeror any Yamana Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect have a Material Adverse Effect with respect to Yamana; (ii) give rise to any right of termination, acceleration or cancellation of indebtedness of Yamana or any Yamana Subsidiary, or cause any such indebtedness to come due before its stated maturity; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or permit, or result in the ability imposition of Parent any encumbrance, charge or Offeror lien upon any of Yamana’s assets or the assets of any Yamana Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to perform their respective obligations under this Agreementhave a Material Adverse Effect with respect to Yamana; or (iv) any judgment, decree, order or award result in the imposition of any Governmental Entity Encumbrance or arbitrator. (c) No consent, approval, order Encumbrances upon any assets of Yamana or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this AgreementYamana Subsidiary, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or in the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreementreasonably be expected to have a Material Adverse Effect with respect to Yamana.

Authority and No Violation. (a) Each of Parent Tongling, CRCC and the Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror and the making and consummation by Offeror of the Offer by each of Tongling, CRCC and the Offeror have been duly authorized by their respective boards its board of directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or and the Offertransactions contemplated hereby including, without limitation, the making of the Offer and the taking up and payment for the Shares thereunder. This Agreement has been duly executed and delivered by each of Parent Tongling, CRCC and the Offeror and constitutes a legal, valid and binding obligation of each of Parent Tongling, CRCC and the Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent each of Tongling, CRCC and the Offeror of this Agreement and the performance by them each of their respective Tongling, CRCC and the Offeror of its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition TransactionContemplated Transactions, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (i) the constating documents of Parent each of Tongling, CRCC and the Offeror; (ii) any applicable LawsLaws (subject to obtaining the Regulatory Approvals), except to the extent that the violation such violation, breach or breach of, under, any applicable Laws, default would not, individually or in the aggregate, reasonably be expected to reasonably be expected to prevent or materially adversely affect delay the ability consummation of Parent or Offeror to perform their respective obligations under this Agreement;the Contemplated Transactions; or (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent any of Tongling, CRCC or the Offeror is a party or by which it is bound, except as to the extent that such violation, breach or default would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement; or (iv) any judgment, decree, order or award of any Governmental Entity or arbitrator. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this AgreementContemplated Transactions.

Authority and No Violation. (a) Each of Parent Tongling, CRCC and the Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror and the making and consummation by Offeror of the Offer by each of Tongling, CRCC and the Offeror have been duly authorized by their respective boards its board of directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or and the Offertransactions contemplated hereby including, without limitation, the making of the Offer and the taking up and payment for the Shares thereunder. This Agreement has been duly executed and delivered by each of Parent Tongling, CRCC and the Offeror and constitutes a legal, valid and binding obligation of each of Parent Tongling, CRCC and the Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent each of Tongling, CRCC and the Offeror of this Agreement and the performance by them each of their respective Tongling, CRCC and the Offeror of its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition TransactionContemplated Transactions, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (i) the constating documents of Parent each of Tongling, CRCC and the Offeror; (ii) any applicable LawsLaws (subject to obtaining the Regulatory Approvals), except to the extent that the violation such violation, breach or breach of, under, any applicable Laws, default would not, individually or in the aggregate, reasonably be expected to reasonably be expected to prevent or materially adversely affect delay the ability consummation of Parent or Offeror to perform their respective obligations under this Agreement;the Contemplated Transactions; or (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent any of Tongling, CRCC or the Offeror is a party or by which it is bound, except as to the extent that such violation, breach or default would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement; or (iv) any judgment, decree, order or award of any Governmental Entity or arbitrator. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this AgreementContemplated Transactions.

Authority and No Violation. (a) Each of Parent Rio Tinto and Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent Rio Tinto and Offeror and the consummation by Offeror it of the Offer have been duly authorized by their respective boards of directors and no other corporate proceedings on their parts (other than Rio Tinto’s and RTL’s shareholders’ approval, in the case of Rio Tinto) are necessary to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by each of Parent Rio Tinto and Offeror and constitutes a legal, valid and binding obligation of each of Parent Rio Tinto and Offeror, enforceable against it each of them in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent Rio Tinto and Offeror of this Agreement and the performance by them of their respective obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not not: (1) result (with or without notice or the passage of timetime and providing, in the case of Rio Tinto, that Rio Tinto’s and RTL’s joint electorate shareholder approval is obtained) in a violation or breach of or constitute a default under any provision of: (i) the constating constitutional documents of Parent and Rio Tinto or Offeror; (ii) any applicable Laws, except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the Rio Tinto or Offeror’s ability of Parent or Offeror to perform their respective obligations under this Agreement; (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent Rio Tinto or Offeror is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the Rio Tinto or Offeror’s ability of Parent or Offeror to perform their respective obligations under this Agreement; or; (iv) any judgment, decree, order or award of any Governmental Entity or arbitrator; or (2) give rise: (i) to any right of termination, acceleration or cancellation of indebtedness of Rio Tinto or any of its Subsidiaries or material joint ventures, or cause any such indebtedness to come due before its stated maturity; (ii) to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or permit, or result in the imposition of any Encumbrance, charge or lien upon any of Rio Tinto or any of its Subsidiaries’ or material joint ventures’ assets, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Rio Tinto and its Subsidiaries; or (iii) result in the imposition of any Encumbrance or Encumbrances upon any assets of any of Rio Tinto or any of its Subsidiaries or material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Rio Tinto and its Subsidiaries. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent Rio Tinto or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreement.

Authority and No Violation. (ai) Each of Parent and Offeror UEC has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror UEC and the consummation by Offeror UEC of the Offer transactions contemplated by this Agreement have been duly authorized by their respective boards its Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer. This transactions contemplated hereby other than with respect to the finalizing and approving the Registration Statement and other matters related thereto; (ii) this Agreement has been duly executed and delivered by each of Parent and Offeror UEC and constitutes a its legal, valid and binding obligation of each of Parent and Offerorobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity.; (biii) The authorization the approval of this Agreement, the execution and delivery by Parent and Offeror UEC of this Agreement and the performance by them it of their respective its obligations under this Agreement, hereunder and the consummation completion of the Offer, any Compulsory Acquisition Merger and any Subsequent Acquisition Transaction, the transactions contemplated thereby will not not: (A) result (with or without notice or the passage of time) in a violation or breach of of, require any consent to be obtained under, or constitute a default give rise to any termination, purchase or sale rights, or payment obligation under any provision of: (iI) the constating documents its articles of Parent and Offerorincorporation, by-laws or other charter documents, including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any party holding an ownership interest in UEC; (iiII) subject to obtaining any applicable necessary Regulatory Approvals relating to UEC, any Laws, judgment or decree, except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement;have a Material Adverse Effect on UEC; or (iiiIII) subject to obtaining any notenecessary Regulatory Approvals relating to UEC, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent or Offeror is party or by which it is bound, and except as would not, individually or in the aggregate, reasonably have a Material Adverse Effect on UEC, any Material Contract, agreement, license, franchise, or permit to which it is party or by which it is bound or is subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of UEC, or cause such indebtedness to come due before its stated maturity or cause any available credit of UEC to cease to be expected available; (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on UEC, result in the imposition of any encumbrance, charge or lien upon any of its assets, or restrict, hinder, impair, or limit its ability to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreementcarry on its business as and where it is now being carried on; or (ivD) result in any judgmentpayment (including severance, decreeunemployment compensation, order golden parachute, bonus or award otherwise) becoming due to any director or employee of UEC or increase any benefits otherwise payable under any UEC plans or result in the acceleration of time of payment or vesting of any Governmental Entity or arbitrator. (c) such benefits, including the time of exercise of stock options. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror UEC in connection with the execution and delivery of this Agreement or the consummation by UEC of the transactions contemplated by the Offer and this Agreement hereby or thereby other than those which are contemplated by the Offer and this Agreement, except for such any consents, approvals, orders or orders, authorizations, or declarations or filingsfilings of or with a Governmental Entity which, as to which the failure to obtain or make if not obtained, would not, individually or in the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreement.have a Material Adverse Effect on UEC;

Authority and No Violation. (ai) Each of Parent and Offeror PhotoChannel has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror PhotoChannel and the consummation by Offeror PhotoChannel of the Offer transactions contemplated by this Agreement have been duly authorized by their respective boards its Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer. transactions contemplated hereby. (ii) This Agreement has been duly executed and delivered by each of Parent and Offeror and constitutes a legal, valid and binding obligation of each of Parent and Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equityPhotoChannel. (biii) The authorization approval of this Agreement, the execution and delivery by Parent and Offeror PhotoChannel of this Agreement and the performance by them it of their respective its obligations under this Agreement, hereunder and thereunder and the consummation completion of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transactiontransactions contemplated thereby, will not not: (A) result (with or without notice or the passage of time) in a violation or breach of of, require any consent to be obtained under or constitute a default give rise to any termination, purchase or sale rights or payment obligation under any provision of: (iI) the constating documents PhotoChannel's memorandum, certificate of Parent and Offerorincorporation or articles or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance; (iiII) any applicable Laws, judgment or decree, except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement;have a Material Adverse Effect on PhotoChannel; or (iiiIII) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent or Offeror is party or by which it is bound, except as would not, individually or in the aggregate, reasonably have a Material Adverse Effect on PhotoChannel, any material contract, agreement, license, franchise or permit to which it is party or by which it is bound or is subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of PhotoChannel, or cause such indebtedness to come due before its stated maturity or cause any available credit of PhotoChannel to cease to be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreementavailable; or (ivC) any judgmentexcept as would not, decreeindividually or in the aggregate, order or award have a Material Adverse Effect on PhotoChannel, result in the imposition of any Governmental Entity encumbrance, charge or arbitratorlien upon any of its assets, or restrict, hinder, impair or limit its ability to carry on its business as and where it is now being carried on. (civ) No Except for the final acceptance hereof by the TSXV expected in the ordinary course, no consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror PhotoChannel in connection with the execution and delivery of this Agreement or the consummation by PhotoChannel of the transactions contemplated by the Offer and this Agreement hereby or thereby other than those which are contemplated by the Offer and this Agreement, except for such any consents, approvals, orders or orders, authorizations, or declarations or filingsfilings of or with a Governmental Entity which, as to which the failure to obtain or make if not obtained, would not, individually or in the in aggregate, prevent or materially delay have a Material Adverse Effect on PhotoChannel. (v) PhotoChannel may rely on available exemptions under applicable Laws to permit the consummation issuance of PhotoChannel Shares to the transactions contemplated by the Offer and this AgreementVendors under §2.2(c) and, if applicable, §2.3.

Authority and No Violation. (a) Each of Parent Xxxxxx and Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent Xxxxxx and Offeror and the consummation by Offeror of the Offer have been duly authorized by their respective boards of directors and no other corporate proceedings on their parts are necessary to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by each of Parent Xxxxxx and Offeror and constitutes a legal, valid and binding obligation of each of Parent Xxxxxx and Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent Xxxxxx and Offeror of this Agreement and the performance by them of their respective obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Contemplated Transaction, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (i) the constating documents of Parent Xxxxxx and Offeror; (ii) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability of Parent Xxxxxx or Offeror to perform their respective obligations under this Agreement; (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent Xxxxxx or Offeror is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability of Parent Xxxxxx or Offeror to perform their respective obligations under this Agreement; or (iv) any judgment, decree, order or award of any Governmental Entity or arbitrator. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent Xxxxxx or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this AgreementContemplated Transaction.

Authority and No Violation. (a) Each of Parent and Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror and the consummation by Offeror of the Offer have been duly authorized by their respective boards its board of directors and no other corporate proceedings on their parts its part (including the approval of its shareholders) are necessary to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by each of Parent and Offeror and constitutes a legal, valid and binding obligation of each of Parent and Offeror, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror of this Agreement and the performance by them it of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (i) the constating documents of Parent and Offeror; (ii) any applicable Laws, except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the Offeror’s ability of Parent or Offeror to perform their respective its obligations under this Agreement; (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent or Offeror is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the Offeror’s ability of Parent or Offeror to perform their respective its obligations under this Agreement; or (iv) any judgment, decree, order or award of any Governmental Entity or arbitrator. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreement.

Authority and No Violation. (a) Each of Parent and Offeror The Company has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror the Company and the consummation by Offeror the Company of the Offer have been duly authorized by their respective boards the Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by each of Parent and Offeror the Company and constitutes a legal, valid and binding obligation of each of Parent and Offerorthe Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror the Company of this Agreement and the performance by them it of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (iA) its or any Company Subsidiary’s notice of articles, articles or other charter documents or the constating documents agreements covering any of Parent and Offerorthe Company’s material joint ventures; (iiB) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect have a Material Adverse Effect in respect of the ability of Parent or Offeror to perform their respective obligations under this Agreement;Company; v6 (iiiC) any note, bond, mortgage, indenture, contract, licence, permit or or, government grant to which Parent the Company or Offeror any Company Subsidiary or the Company material joint venture is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect have a Material Adverse Effect in respect of the ability of Parent or Offeror to perform their respective obligations under this AgreementCompany; or (ivD) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, acceleration or cancellation of indebtedness of the Company or any Company Subsidiary or the Company’s material joint ventures, or cause any such indebtedness to come due before its stated maturity; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or permit, or result in the imposition of any encumbrance, charge or lien upon any of the Company’s assets or the assets of any Company Subsidiaries or the Company’s material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of the Company or any Company Subsidiary or the Company material joint venture, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror the Company in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreement.

Authority and No Violation. (a) Each of Parent and Offeror Yamana has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror Yamana and the consummation by Offeror Yamana of the Offer have been duly authorized by their respective boards its board of directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer, other than with respect to the Notice of Variation and Extension and other matters relating solely thereto. This Agreement has been duly executed and delivered by each of Parent and Offeror Yamana and constitutes a legal, valid and binding obligation of each of Parent and OfferorYamana, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror Yamana of this Agreement and the performance by them it of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (iA) the constating documents its or any Yamana Subsidiary's certificate of Parent and Offerorincorporation, articles, by-laws or other charter documents; (iiB) any applicable Laws, except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected have a Material Adverse Effect with respect to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement;Yamana; or (iiiC) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent Yamana or Offeror any Yamana Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect have a Material Adverse Effect with respect to Yamana; (ii) give rise to any right of termination, acceleration or cancellation of indebtedness of Yamana or any Yamana Subsidiary, or cause any such indebtedness to come due before its stated maturity; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or permit, or result in the ability imposition of Parent any encumbrance, charge or Offeror lien upon any of Yamana's assets or the assets of any Yamana Subsidiaries, except as would not, individually or in the aggregate, reasonably be expected to perform their respective obligations under this Agreementhave a Material Adverse Effect with respect to Yamana; or (iv) any judgment, decree, order or award result in the imposition of any Governmental Entity Encumbrance or arbitrator. (c) No consent, approval, order Encumbrances upon any assets of Yamana or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this AgreementYamana Subsidiary, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or in the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreementreasonably be expected to have a Material Adverse Effect with respect to Yamana.

Authority and No Violation. (a) Each of Parent and Offeror Alcan has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror Alcan and the consummation by Offeror Alcan of the Offer transactions contemplated by this Agreement have been duly authorized by their respective boards the Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer. transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by each of Parent and Offeror Alcan and constitutes a legal, valid and binding obligation of each of Parent and OfferorAlcan, enforceable against it in accordance with its terms, terms subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (bc) The authorization of this Agreement, the execution and delivery by Parent and Offeror Alcan of this Agreement and the performance by them it of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transactiontransactions contemplated by this Agreement, will not not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require any consent to be obtained under or give rise to any third party right of termination, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under, any provision of: (iA) the constating its or any Alcan Subsidiary’s certificate of incorporation, articles or by-laws or other charter documents of Parent and Offeroror any agreement by it or any material Alcan Subsidiary with a shareholder; (iiB) any applicable LawsLaws (subject to obtaining the regulatory consents contemplated by this Agreement or the regulatory consents disclosed in the Alcan Disclosure Letter), except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability have a Material Adverse Effect in respect of Parent or Offeror to perform their respective obligations under this AgreementAlcan; (iiiC) any note, bond, mortgage, indenture, contract, licence, permit or or, government grant to which Parent Alcan or Offeror any Alcan Subsidiary is party or by which it is bound, bound except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the ability have a Material Adverse Effect in respect of Parent or Offeror to perform their respective obligations under this AgreementAlcan; or (ivD) any judgment, decree, order or award of any Governmental Entity or arbitrator. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, arbitrator except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or in the in aggregate, prevent reasonably be expected to have a Material Adverse Effect in respect of Alcan; (ii) give rise to any right of termination, acceleration, pre-payment, novation, “make-whole” or materially delay cancellation of indebtedness of Alcan or any Alcan Subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of Alcan or any Alcan Subsidiary which is material to Alcan and the consummation Alcan Subsidiaries taken as a whole to cease to be available except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan; (iii) except as may be provided under the Continuity Agreement, give rise to any right of first refusal or trigger any change in control provisions (other than in respect of the transactions contemplated by Convertible Notes) or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, license, franchise or permit except as would not, individually or in the Offer and this Agreementaggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan; or (iv) result in the imposition of any Encumbrance upon any assets of Alcan or any Alcan Subsidiary except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of Alcan.

Authority and No Violation. (ai) Each of Parent and Offeror I-Level has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror I-Level and the consummation by Offeror I-Level of the Offer transactions contemplated by this Agreement have been duly authorized by their respective boards its Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer. This transactions contemplated hereby; (ii) this Agreement has been duly executed and delivered by each of Parent and Offeror I-Level and constitutes a its legal, valid and binding obligation of each of Parent and Offerorobligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity.; (biii) The authorization the approval of this Agreement, the execution and delivery by Parent and Offeror I-Level of this Agreement and the performance by them it of their respective its obligations under this Agreement, hereunder and the consummation completion of the Offer, any Compulsory Acquisition Merger and any Subsequent Acquisition Transaction, the transactions contemplated thereby will not not: (A) result (with or without notice or the passage of time) in a violation or breach of of, require any consent to be obtained under, or constitute a default give rise to any termination, purchase or sale rights, or payment obligation under any provision of: (iI) the constating documents its articles of Parent and Offerorincorporation, by-laws or other charter documents, including any unanimous shareholder agreement or any other agreement or understanding relating to ownership of shares or other interests or to corporate governance with any party holding an ownership interest in I-Level; (iiII) subject to obtaining any applicable necessary Regulatory Approvals relating to I-Level, any Laws, judgment or decree, except to the extent that the violation or breach of, or failure to obtain any consent under, any applicable Laws, judgment or decree would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement;have a Material Adverse Effect on I-Level; or (iiiIII) subject to obtaining any notenecessary Regulatory Approvals relating to I-Level, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent or Offeror is party or by which it is bound, and except as would not, individually or in the aggregate, reasonably have a Material Adverse Effect on I-Level, any Material Contract, agreement, license, franchise, or permit to which it is party or by which it is bound or is subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of I-Level, or cause such indebtedness to come due before its stated maturity or cause any available credit of I-Level to cease to be expected available; (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on I-Level, result in the imposition of any encumbrance, charge or lien upon any of its assets, or restrict, hinder, impair, or limit its ability to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreementcarry on its business as and where it is now being carried on; or (ivD) result in any judgmentpayment (including severance, decreeunemployment compensation, order golden parachute, bonus or award otherwise) becoming due to any director or employee of I-Level or increase any benefits otherwise payable under any I-Level plans or result in the acceleration of time of payment or vesting of any Governmental Entity or arbitrator. (c) such benefits, including the time of exercise of stock options. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror I-Level in connection with the execution and delivery of this Agreement or the consummation by I-Level of the transactions contemplated by the Offer and this Agreement hereby or thereby other than those which are contemplated by the Offer and this Agreement, except for such any consents, approvals, orders or orders, authorizations, or declarations or filingsfilings of or with a Governmental Entity which, as to which the failure to obtain or make if not obtained, would not, individually or in the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreement.have a Material Adverse Effect on I-Level;

Authority and No Violation. (a) Each of Parent and Offeror The Company has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror the Company and the consummation by Offeror the Company of the Offer have been duly authorized by their respective boards the Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the Offer, other than with respect to the Directors’ Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by each of Parent and Offeror the Company and constitutes a legal, valid and binding obligation of each of Parent and Offerorthe Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror the Company of this Agreement and the performance by them it of their respective its obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under any provision of: (iA) its or any Company Subsidiary’s notice of articles, articles or other charter documents or the constating documents agreements covering any of Parent and Offerorthe Company’s material joint ventures; (iiB) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect have a Material Adverse Effect in respect of the ability of Parent or Offeror to perform their respective obligations under this AgreementCompany; (iiiC) any note, bond, mortgage, indenture, contract, licence, permit or or, government grant to which Parent the Company or Offeror any Company Subsidiary or the Company material joint venture is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect have a Material Adverse Effect in respect of the ability of Parent or Offeror to perform their respective obligations under this AgreementCompany; or (ivD) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, acceleration or cancellation of indebtedness of the Company or any Company Subsidiary or the Company’s material joint ventures, or cause any such indebtedness to come due before its stated maturity; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or permit, or result in the imposition of any encumbrance, charge or lien upon any of the Company’s assets or the assets of any Company Subsidiaries or the Company’s material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company; or (iv) result in the imposition of any Encumbrance or Encumbrances upon any assets of the Company or any Company Subsidiary or the Company material joint venture, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror the Company in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreement.

Authority and No Violation. (a) Each of Parent Rio Tinto and Offeror has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent Rio Tinto and Offeror and the consummation by Offeror it of the Offer have been duly authorized by their respective boards of directors and no other corporate proceedings on their parts (other than Rio Tinto's and RTL's shareholders' approval, in the case of Rio Tinto) are necessary to authorize this Agreement or the Offer. This Agreement has been duly executed and delivered by each of Parent Rio Tinto and Offeror and constitutes a legal, valid and binding obligation of each of Parent Rio Tinto and Offeror, enforceable against it each of them in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent Rio Tinto and Offeror of this Agreement and the performance by them of their respective obligations under this Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, will not not: (1) result (with or without notice or the passage of timetime and providing, in the case of Rio Tinto, that Rio Tinto's and RTL's joint electorate shareholder approval is obtained) in a violation or breach of or constitute a default under any provision of: (i) the constating constitutional documents of Parent and Rio Tinto or Offeror; (ii) any applicable Laws, except to the extent that the violation or breach of, or default under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the Rio Tinto or Offeror's ability of Parent or Offeror to perform their respective obligations under this Agreement; (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which Parent Rio Tinto or Offeror is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect the Rio Tinto or Offeror's ability of Parent or Offeror to perform their respective obligations under this Agreement; or; (iv) any judgment, decree, order or award of any Governmental Entity or arbitrator; or (2) give rise: (i) to any right of termination, acceleration or cancellation of indebtedness of Rio Tinto or any of its Subsidiaries or material joint ventures, or cause any such indebtedness to come due before its stated maturity; (ii) to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, license, franchise or permit, or result in the imposition of any Encumbrance, charge or lien upon any of Rio Tinto or any of its Subsidiaries' or material joint ventures' assets, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Rio Tinto and its Subsidiaries; or (iii) result in the imposition of any Encumbrance or Encumbrances upon any assets of any of Rio Tinto or any of its Subsidiaries or material joint ventures, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to Rio Tinto and its Subsidiaries. (c) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Parent Rio Tinto or Offeror in connection with consummation of the transactions contemplated by the Offer and this Agreement other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Agreement.

Authority and No Violation. (a) Each of Parent and Offeror x. Xxxxxx has the necessary corporate power, authority and capacity to enter into this Combination Agreement and to perform its obligations hereunder. The execution and delivery of this Combination Agreement by Parent and Offeror and the consummation by Offeror of the Offer have Xxxxxx has been duly authorized by their respective boards of directors the Xxxxxx Board and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the OfferCombination Agreement. This Combination Agreement has been duly executed and delivered by each of Parent and Offeror Xxxxxx and constitutes a legal, valid and binding obligation of each of Parent and OfferorXxxxxx, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (b) ii. The authorization of this Combination Agreement, the execution and delivery by Parent and Offeror Xxxxxx of this Combination Agreement and the performance by them it of their respective its obligations under this Combination Agreement, and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, Amalgamation will not not: (A) result (with or without notice or the passage of time) in a violation or breach of or constitute a default or event of default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (i) I. the constating articles, by-laws or other charter documents of Parent and OfferorXxxxxx or any Xxxxxx Subsidiary or the agreements covering any of Xxxxxx’x or a Xxxxxx Subsidiary’s material joint ventures; (ii) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement; (iii) II. any note, bond, mortgage, indenture, contractinstrument, licenceContract, permit agreement, lease, Authorization or government grant to which Parent Xxxxxx or Offeror any Xxxxxx Material Subsidiary is a party or by which it any of their respective properties or assets or material joint ventures is bound, except as would not, individually ; III. any applicable Laws or in the aggregate, reasonably be expected to materially adversely affect the ability of Parent or Offeror to perform their respective obligations under this Agreement; or (iv) any judgment, decree, order or award of any Governmental Entity or arbitrator, except as would not be material and adverse to Xxxxxx and the Xxxxxx Material Subsidiaries; (B) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of Xxxxxx or any Xxxxxx Material Subsidiary or any of their material joint ventures, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of Xxxxxx or any Xxxxxx Material Subsidiary to cease to be available, or cause any security interest in any assets of Xxxxxx or any Xxxxxx Material Subsidiary or any of their joint ventures to become enforceable or realizable; (C) other than as set out in the Xxxxxx Disclosure Letter, give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant; or (D) result in the imposition of any Encumbrance upon, or cause or result in any loss of, any rights or assets or any interest therein held by Xxxxxx or any of the Xxxxxx Material Subsidiaries in any material properties or their material joint ventures. (c) iii. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by Parent Xxxxxx or Offeror any of the Xxxxxx Subsidiaries in connection with this Combination Agreement and the consummation of the transactions contemplated by the Offer Amalgamation and this Combination Agreement other than those which are contemplated by than: (i) the Offer Xxxxxx Shareholder Approval; (ii) the requirement to prepare and file this AgreementCombination Agreement on SEDAR together with related continuous disclosure filings; (iii) approval from the TSXV; and (iv) such authorizations, except for such consents, approvals, orders or authorizations, or declarations or filings, approvals and filings as to which the failure to obtain or make would not, individually or in the in aggregate, prevent or materially delay the consummation of the transactions contemplated by the Offer and this Combination Agreement.

Authority and No Violation. (a) Each of Parent and Offeror The Company has the necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by Parent and Offeror the Company and the consummation completion by Offeror the Company of the Offer Contemplated Transactions have been duly authorized by their respective boards the Board of directors Directors and no other corporate proceedings on their parts its part are necessary to authorize this Agreement or the OfferContemplated Transactions, other than with respect to the Directors' Circular and other matters relating solely thereto. This Agreement has been duly executed and delivered by each of Parent and Offeror the Company and constitutes a legal, valid and binding obligation of each of Parent and Offerorthe Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ ' rights generally, and to general principles of equity. (b) The authorization of this Agreement, the execution and delivery by Parent and Offeror the Company of this Agreement and the performance by them it of their respective its obligations under this Agreement, Agreement and the consummation of the Offer, any Compulsory Acquisition and any Subsequent Acquisition Transaction, Transaction will not not: (i) result (with or without notice or the passage of time) in a violation or breach of or constitute a default under, require an Authorization to be obtained under or give rise to any third party right of termination, amendment, cancellation, acceleration, penalty or payment obligation or right of purchase or sale or pre-emptive or participation right under, any provision of: (iA) its or any Company Subsidiary's notice of articles, articles, by-laws or other charter documents, the constating documents agreements among the shareholders of Parent and Offerorany Company Subsidiary or the agreements covering any of the Company's material joint ventures; (iiB) any applicable Laws, except to the extent that the violation or breach of, under, any applicable Laws, would not, individually or in the aggregate, reasonably be expected to reasonably be expected to materially adversely affect have a Material Adverse Effect in respect of the ability of Parent or Offeror to perform their respective obligations under this AgreementCompany; (iiiC) any note, bond, mortgage, indenture, instrument, contract, licenceagreement, permit lease, Authorization or government grant to which Parent the Company or Offeror any Company Subsidiary is party or by which it is bound, except as would not, individually or in the aggregate, reasonably be expected to materially adversely affect have a Material Adverse Effect in respect of the ability of Parent or Offeror to perform their respective obligations under this AgreementCompany; or (ivD) any judgment, decree, order or award of any Governmental Entity or arbitrator; (ii) give rise to any right of termination, amendment, acceleration or cancellation of indebtedness of the Company or any Company Subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of the Company or any Company Subsidiary to cease to be available, or cause any security interest in any assets of the Company or any Company Subsidiary to become enforceable or realizable; (iii) give rise to any rights of first refusal or trigger any change in control provisions or any restriction or limitation under any such note, bond, mortgage, indenture, contract, agreement, Authorization or government grant, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company; or (iv) result in the imposition of any Encumbrance upon any assets of the Company or any Company Subsidiary, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the Company. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required to be obtained by Parent or Offeror the Company (i) in connection with the consummation of the transactions contemplated by Contemplated Transactions or (ii) for the consummation of the Offer and this Agreement any Subsequent Acquisition Transaction not to cause or result in any loss of rights or assets or any interest therein held by the Company or any of the Company Subsidiaries, in each case other than those which are contemplated by the Offer and this Agreement, except for such consents, approvals, orders or authorizations, or declarations or filings, as to which the failure to obtain or make would not, individually or the in aggregate, prevent or materially delay the consummation of the transactions expressly contemplated by the Offer and this Agreement.