Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. (i) Seagram has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Option Agreement by Seagram and the consummation by Seagram of the transactions contemplated by this Agreement have been duly authorized by its Board of Directors and no other corporate proceedings (A) with respect to the Seagram Meeting, the Seagram Circular and other matters relating solely thereto; and (B) with respect to the completion of the Arrangement, the approval of the Arrangement by the requisite votes cast by the Seagram Shareholders as required by the Interim Order. (ii) Each of this Agreement and the Option Agreement has been duly executed and delivered by Seagram and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity. (iii) The Board of Directors of Seagram has (A) determined as of the date hereof unanimously that the Arrangement is fair to the holders of the Seagram Common Shares and is in the best interests of Seagram, (B) received opinions from Goldxxx, Xxchs & Co. and Morgxx Xxxnxxx & Xo. Incorporated to the effect that, as of the date of this Agreement, the Exchange Ratio is fair from a financial point of view to the Seagram Shareholders, and (C) determined as of the date hereof to unanimously recommend that the Seagram Shareholders vote in favour of the Arrangement. Seagram is not subject to a shareholder rights plan or "poison pill" or similar plan. (iv) The approval of this Agreement and the Option Agreement, the execution and delivery by Seagram of this Agreement and the Option Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby and thereby, will not, subject to obtaining the Regulatory Approvals: (A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (I) its or any Seagram Material Subsidiary's certificate of incorporation, articles, by-laws or other charter documents;

Authority and No Violation. (i) Seagram Cedara has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by Seagram Cedara and the consummation by Seagram Cedara of the transactions contemplated by this Agreement have been duly authorized by its Board of Directors and no other corporate proceedingsproceedings on its part are necessary to authorize this Agreement, or the transactions contemplated hereby other than: (A) with respect to the Seagram Meeting, the Seagram Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Board of Directors of Cedara; and (B) with respect to the completion of the Arrangement, the approval of the Arrangement by the requisite votes cast by the Seagram Shareholders holders of Cedara Common Shares and Cedara Options, voting as required by the Interim Ordera single class. (ii) Each of this Agreement and the Option This Agreement has been duly executed and delivered by Seagram Cedara and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' ’ rights generally, and to general principles of equityequity and to the fact that the Currency Act (Canada) precludes a court in Canada from giving judgment in any currency other than Canadian currency. (iii) The Board of Directors of Seagram Cedara has (A) determined as of the date hereof unanimously that the Arrangement is fair to the holders of the Seagram Cedara Common Shares and is in the best interests of SeagramCedara, (B) received opinions an opinion from Goldxxx, Xxchs & Co. and Morgxx Xxxnxxx & Xo. Incorporated Genuity Capital Markets to the effect that, as of the date of this Agreement, the Exchange Ratio is fair from a financial point of view to the Seagram Shareholders, holders of Cedara Common Shares and (C) determined as of the date hereof to unanimously recommend that the Seagram Shareholders holders of Cedara Common Shares vote in favour of the Arrangement. Seagram Cedara is not subject to a shareholder rights plan or "“poison pill" ” or similar plan. (iv) The approval of this Agreement and the Option Agreement, the execution and delivery by Seagram Cedara of this Agreement and the Option Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement and the transactions contemplated hereby and thereby, will not, subject to obtaining except as disclosed in Section 3.1(c) of the Regulatory ApprovalsCedara Disclosure Letter: (A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (I) its or any Seagram Cedara Material Subsidiary's ’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 Cedara Material Subsidiary; (II) subject to obtaining the Appropriate Regulatory Approvals relating to Cedara, any Laws, judgment or decree except to the extent that the violation or breach of, or failure to obtain any consent under, any Laws, judgment or decree would not, individually or in the aggregate, have a Material Adverse Effect on Cedara ; or (III) subject to obtaining the Appropriate Regulatory Approvals relating to Cedara and except as would not, individually or in the aggregate, have a Material Adverse Effect on Cedara, any material contract, agreement, license, franchise or permit to which Cedara or any Cedara Material Subsidiary is party or by which it is bound or subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of Cedara or any Subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of Cedara or any Subsidiary to cease to be available other than as would not, individually or in the aggregate, have a Material Adverse Effect on Cedara; (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on Cedara, result in the imposition of any encumbrance, charge or lien upon any of its assets or the assets of any Cedara Material Subsidiary, or restrict, hinder, impair or limit the ability of Cedara or any Cedara Material Subsidiary to carry on the business of Cedara or any Cedara Material Subsidiary as and where it is now being carried on; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of Cedara or any Subsidiary or increase any benefits otherwise payable under any Cedara Plan or result in the acceleration of time of payment or vesting of any 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 Cedara and its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Cedara of the transactions contemplated hereby other than (A) any approvals required by the Interim Order, (B) the Final Order, (C) filings with the Director under the OBCA, (D) the Appropriate Regulatory Approvals relating to Cedara and (E) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Cedara.

Authority and No Violation. (i) Seagram NEWBRIDGE has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by Seagram NEWBRIDGE and the consummation by Seagram NEWBRIDGE of the transactions contemplated by this Agreement have been duly authorized by its Board of Directors and no other corporate proceedingsproceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (A) with respect to the Seagram NEWBRIDGE Meeting, the Seagram NEWBRIDGE Circular and other matters relating solely thereto, the approval of the Board of Directors of NEWBRIDGE; and (B) with respect to the completion of the Arrangement, the requisite approval of the Arrangement by the requisite votes cast by the Seagram Shareholders as required by the Interim OrderNEWBRIDGE Shareholders. (ii) Each of this Agreement and the Option This Agreement has been duly executed and delivered by Seagram NEWBRIDGE and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity. (iii) The Board of Directors of Seagram NEWBRIDGE has (A) determined as of the date hereof unanimously that the Arrangement is fair to the holders of the Seagram NEWBRIDGE Common Shares and is in the best interests of SeagramNEWBRIDGE, (B) received opinions an opinion from Goldxxx, Xxchs & Co. and Morgxx Xxxnxxx & Xo. Incorporated to the effect that, as of the date of this Agreement, the Exchange Ratio consideration offered to NEWBRIDGE Shareholders pursuant to the Arrangement is fair from a financial point of view to the Seagram NEWBRIDGE Shareholders, and (C) determined as of the date hereof to unanimously recommend that the Seagram NEWBRIDGE Shareholders vote in favour of the Arrangement. Seagram NEWBRIDGE's directors have advised NEWBRIDGE that, as of the date hereof, they intend to vote NEWBRIDGE Common Shares and NEWBRIDGE Options held by them in favour of the Arrangement and (except with respect to Mr. Xxxxxxxx, xxless the Board of Directors of NEWBRIDGE shall have failed to recommend or shall have withdrawn, modified or changed in a manner adverse to ALCATEL its approval or recommendation of this Agreement or the Arrangement or shall have approved or recommended any unsolicited Superior Proposal in accordance with Section 4.6) will so represent in the NEWBRIDGE Circular. NEWBRIDGE is not subject to a shareholder rights plan or "poison pill" or similar plan. (iv) The approval of this Agreement and the Option Agreement, the execution and delivery by Seagram NEWBRIDGE of this Agreement and the Option Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement and the transactions contemplated hereby and thereby, will not, subject except as disclosed in writing by NEWBRIDGE to obtaining the Regulatory ApprovalsALCATEL in a form acceptable to ALCATEL: (A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (I) its or any Seagram NEWBRIDGE Material Subsidiary's certificate of incorporation, articles, by-laws or other charter documents, including any unanimous shareholder agreement; (II) any Laws, judgement or decree (subject to obtaining the Regulatory Approvals relating to NEWBRIDGE), except to the extent that the violation or breach of, or failure to obtain any consent under, any Laws, judgement or decree would not, individually or in the aggregate, have a Material Adverse Effect on NEWBRIDGE; or (III) except as would not, individually or in the aggregate, have a Material Adverse Effect on NEWBRIDGE, any contract, agreement, license, franchise or permit to which NEWBRIDGE or any subsidiary is party or by which it is bound or subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of NEWBRIDGE or any subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of NEWBRIDGE or any subsidiary to cease to be available, other than as would not, individually or in the aggregate, have a Material Adverse Effect on NEWBRIDGE; (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on NEWBRIDGE, result in the imposition of any encumbrance, charge or lien upon any of its assets or the assets of any NEWBRIDGE Material Subsidiary; or (D) except as would not, individually or in the aggregate, have a Material Adverse Effect on NEWBRIDGE, restrict, hinder, impair or limit the ability of NEWBRIDGE or any NEWBRIDGE Material Subsidiary to carry on the business of NEWBRIDGE or any NEWBRIDGE Material Subsidiary as and where it is now being carried on. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by NEWBRIDGE and its subsidiaries in connection with the execution and delivery of this Agreement or the consummation by NEWBRIDGE of the transactions contemplated hereby other than (A) any approvals required by the Interim Order, (B) the Final Order, (C) filings with the Director under the CBCA, (D) the Regulatory Approvals relating to NEWBRIDGE and (E) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which have been set forth in writing by NEWBRIDGE to ALCATEL in a form acceptable to ALCATEL or which, if not obtained, would, individually or in the aggregate, have a Material Adverse Effect on NEWBRIDGE.

Authority and No Violation. (i) Seagram Repap has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by Seagram Repap and the consummation by Seagram Repap of the transactions contemplated by this Agreement and the Option Agreement have been duly authorized by its Board of Directors and no other corporate proceedingsproceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (A) with respect to the Seagram Repap Meeting, the Seagram Repap Circular and other matters relating solely thereto, the approval of the Board of Directors of Repap; and (B) with respect to the completion of the ArrangementAmalgamation, the requisite approval of the Arrangement by the requisite votes cast by the Seagram Shareholders as required by the Interim OrderRepap Shareholders. (ii) Each of this This Agreement and the Option Agreement has have been duly executed and delivered by Seagram Repap and constitutes its constitute legal, valid and binding obligationobligations, enforceable against it Repap in accordance with its their terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity. (iii) The Board of Directors of Seagram Repap has (A) unanimously determined as of the date hereof unanimously that the Arrangement Amalgamation is fair to the holders of the Seagram Common Shares Repap Shareholders and is in the best interests of SeagramRepap, (B) received opinions an opinion from GoldxxxXxxxxxxxx, Xxchs Xxxxxx & Co. and Morgxx Xxxnxxx & Xo. Incorporated Xxxxxxxx Securities Corporation to the effect that, as of the date of this Agreement, the Exchange Ratio consideration offered to Repap Shareholders pursuant to the Amalgamation is fair from a financial point of view to the Seagram Repap Shareholders, and (C) determined as of the date hereof unanimously to unanimously recommend that the Seagram Repap Shareholders vote in favour of the ArrangementAmalgamation. Seagram is not subject Repap's directors have advised Repap that, except in the event of a Superior Proposal, they intend to a shareholder rights plan or "poison pill" or similar planvote all Repap Shares held by them in favour of the Amalgamation and will so represent in the Repap Circular. (iv) The approval of this Agreement and the Option Agreement, the execution and delivery by Seagram Repap of this Agreement and the Option Agreement and the performance by it of its obligations hereunder and thereunder under those agreements and the completion of the Amalgamation and the transactions contemplated hereby and thereby, will not, subject to obtaining the Regulatory Approvals: (A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, accelerated payment right, purchase or sale rights or payment obligation under any provision of: (I) its or any Seagram Repap Material Subsidiary's certificate of incorporation, articles, by-laws or other charter documents; (II) any Laws, judgement or decree (subject to obtaining the Regulatory Approvals relating to Repap and UPM), except to the extent that the violation or breach of, or failure to obtain any consent under, any Laws, judgement or decree would not, individually or in the aggregate, have a Material Adverse Effect on Repap and would not prevent, materially hinder or materially delay the completion of the transactions contemplated hereby; or (III) except as has been disclosed in writing by Repap to UPM in a form acceptable to UPM, any contract, agreement, licence, franchise, permit, loan, government grant or guarantee to which Repap or any Repap subsidiary is party or by which it is bound or subject or is the beneficiary, except as would not, individually or in the aggregate, have a Material Adverse Effect on Repap; (B) except as has been disclosed in writing by Repap to UPM in a form acceptable to UPM, give rise to any right of termination or acceleration of indebtedness of Repap or any Repap subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of Repap or any Repap subsidiary to cease to be available, other than as would not, individually or in the aggregate, have a Material Adverse Effect on Repap; or (C) result in the imposition of any encumbrance, charge or lien upon any of its assets or the assets of any Repap subsidiary, except as would not, individually or in the aggregate, have a Material Adverse Effect on Repap. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Repap or any of its subsidiaries in connection with the execution and delivery of this Agreement or the Option Agreement or the consummation by Repap of the transactions contemplated hereby other than (A) filings with the Director under the CBCA, (B) the Regulatory Approvals relating to Repap and (C) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which have been disclosed in writing by Repap to UPM in a form acceptable to UPM or which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Repap and would not prevent, materially hinder or materially delay the completion of the transactions contemplated hereby.

Authority and No Violation. (i) Seagram NEWBRIDGE has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by Seagram NEWBRIDGE and the consummation by Seagram NEWBRIDGE of the transactions contemplated by this Agreement have been duly authorized by its Board of Directors and no other corporate proceedingsproceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (A) with respect to the Seagram NEWBRIDGE Meeting, the Seagram NEWBRIDGE Circular and other matters relating solely thereto, the approval of the Board of Directors of NEWBRIDGE; and (B) with respect to the completion of the Arrangement, the requisite approval of the Arrangement by the requisite votes cast by the Seagram Shareholders as required by the Interim OrderNEWBRIDGE Shareholders. (ii) Each of this Agreement and the Option This Agreement has been duly executed and delivered by Seagram NEWBRIDGE and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity. (iii) The Board of Directors of Seagram NEWBRIDGE has (A) determined as of the date hereof unanimously that the Arrangement is fair to the holders of the Seagram NEWBRIDGE Common Shares and is in the best interests of SeagramNEWBRIDGE, (B) received opinions an opinion from Goldxxx, Xxchs Xxxxxx Xxxxxxx & Co. and Morgxx Xxxnxxx & Xo. Incorporated to the effect that, as of the date of this Agreement, the Exchange Ratio consideration offered to NEWBRIDGE Shareholders pursuant to the Arrangement is fair from a financial point of view to the Seagram NEWBRIDGE Shareholders, and (C) determined as of the date hereof to unanimously recommend that the Seagram NEWBRIDGE Shareholders vote in favour of the Arrangement. Seagram NEWBRIDGE's directors have advised NEWBRIDGE that, as of the date hereof, they intend to vote NEWBRIDGE Common Shares and NEWBRIDGE Options held by them in favour of the Arrangement and (except with respect to Xx. Xxxxxxxx, unless the Board of Directors of NEWBRIDGE shall have failed to recommend or shall have withdrawn, modified or changed in a manner adverse to ALCATEL its approval or recommendation of this Agreement or the Arrangement or shall have approved or recommended any unsolicited Superior Proposal in accordance with Section 4.6) will so represent in the NEWBRIDGE Circular. NEWBRIDGE is not subject to a shareholder rights plan or "poison pill" or similar plan. (iv) The approval of this Agreement and the Option Agreement, the execution and delivery by Seagram NEWBRIDGE of this Agreement and the Option Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement and the transactions contemplated hereby and thereby, will not, subject except as disclosed in writing by NEWBRIDGE to obtaining the Regulatory ApprovalsALCATEL in a form acceptable to ALCATEL: (A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (I) its or any Seagram NEWBRIDGE Material Subsidiary's certificate of incorporation, articles, by-laws or other charter documents, including any unanimous shareholder agreement; (II) any Laws, judgement or decree (subject to obtaining the Regulatory Approvals relating to NEWBRIDGE), except to the extent that the violation or breach of, or failure to obtain any consent under, any Laws, judgement or decree would not, individually or in the aggregate, have a Material Adverse Effect on NEWBRIDGE; or (III) except as would not, individually or in the aggregate, have a Material Adverse Effect on NEWBRIDGE, any contract, agreement, license, franchise or permit to which NEWBRIDGE or any subsidiary is party or by which it is bound or subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of NEWBRIDGE or any subsidiary, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of NEWBRIDGE or any subsidiary to cease to be available, other than as would not, individually or in the aggregate, have a Material Adverse Effect on NEWBRIDGE; (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on NEWBRIDGE, result in the imposition of any encumbrance, charge or lien upon any of its assets or the assets of any NEWBRIDGE Material Subsidiary; or (D) except as would not, individually or in the aggregate, have a Material Adverse Effect on NEWBRIDGE, restrict, hinder, impair or limit the ability of NEWBRIDGE or any NEWBRIDGE Material Subsidiary to carry on the business of NEWBRIDGE or any NEWBRIDGE Material Subsidiary as and where it is now being carried on. No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by NEWBRIDGE and its subsidiaries in connection with the execution and delivery of this Agreement or the consummation by NEWBRIDGE of the transactions contemplated hereby other than (A) any approvals required by the Interim Order, (B) the Final Order, (C) filings with the Director under the CBCA, (D) the Regulatory Approvals relating to NEWBRIDGE and (E) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which have been set forth in writing by NEWBRIDGE to ALCATEL in a form acceptable to ALCATEL or which, if not obtained, would, individually or in the aggregate, have a Material Adverse Effect on NEWBRIDGE.

Authority and No Violation. (i) Seagram Commonwealth has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by Seagram Commonwealth and the consummation by Seagram Commonwealth of the transactions contemplated by this Agreement have been duly authorized by its Board of Directors and no other corporate proceedingsproceedings on its part are necessary to authorize this Agreement, or the transactions contemplated hereby other than: (A) with respect to the Seagram Meeting, the Seagram Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Board of Directors of Commonwealth; and (B) with respect to the completion of the Arrangement, the approval of the Arrangement by the requisite votes cast by the Seagram Shareholders as required by the Interim OrderCommonwealth Securityholders. (ii) Each of this Agreement and the Option This Agreement has been duly executed and delivered by Seagram Commonwealth and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equityequity and to the fact that the Currency Act (Canada) precludes a court in Canada from giving judgment in' any currency other than Canadian currency. (iii) The Board of Directors of Seagram has Commonwealth has (A) determined as of the date hereof unanimously that the Arrangement is fair to the holders of the Seagram Commonwealth Common Shares and is in the best interests of Seagram, Commonwealth, (B) received opinions an opinion from Goldxxx, Xxchs Xxxx Xxxxxxxxx & Co. and Morgxx Xxxnxxx & Xo. Incorporated Associates Ltd. to the effect that, as of the date of this Agreement, the Exchange Ratio or the Arrangement is fair from a financial point of view to the Seagram Shareholdersholders of the Commonwealth Common Shares, and and (C) determined as of the date hereof unanimously to unanimously recommend that the Seagram Shareholders holders of the Commonwealth Common Shares vote in favour of the Arrangement. Seagram Commonwealth is not subject to a shareholder rights plan or "poison pill" or similar plan. (iv) The approval of this Agreement and the Option Agreement, the execution and delivery by Seagram Commonwealth of this Agreement and the Option Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement and the transactions contemplated hereby and thereby, will not, subject to obtaining except as disclosed in the Regulatory ApprovalsCommonwealth Disclosure Letter: (A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (I) its or any Seagram Material 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 Material Subsidiary; (II) subject to obtaining the Appropriate Regulatory Approvals relating to Commonwealth, any Laws, judgment or decree except to the extent that the violation or breach of, or failure to obtain any consent under, any Laws, judgment or decree would not, individually or in the aggregate, have a Material Adverse Effect on Commonwealth; or (III) subject to obtaining the Appropriate Regulatory Approvals relating to Commonwealth and except as would not, individually or in the aggregate, have a Material Adverse Effect on Commonwealth, any material contract, agreement, license, franchise or permit to which Commonwealth or any Material Subsidiary is party or by which it is bound or subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of Commonwealth or any subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of Commonwealth or any subsidiary to cease to be available other than as would not, individually or in the aggregate, have a Material Adverse Effect on Commonwealth; (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on Commonwealth, result in the imposition of any encumbrance, charge or lien upon any of its assets or the assets of any Material Subsidiary, or restrict, hinder, impair or limit the ability of Commonwealth or any Material Subsidiary to carry on the business of Commonwealth or any Material Subsidiary as and where it is now being carried on; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of Commonwealth or any subsidiary or increase any benefits otherwise payable under any Commonwealth Plan or result in the acceleration of time of payment or vesting of any 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 Commonwealth and its subsidiaries in connection with the execution and delivery of this Agreement or the consummation by Commonwealth of the transactions contemplated hereby other than (A) any approvals required by the Interim Order, (B) the Final Order, (C) filings with the Director under the CBCA, (D) the Appropriate Regulatory Approvals relating to Commonwealth and (E) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Commonwealth.

Authority and No Violation. (i) Seagram The Corporation has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and by the Option Agreement by Seagram Corporation and the consummation by Seagram each of the transactions contemplated by this Agreement Agreement, have been duly authorized by its Board of Directors and no other corporate proceedingsproceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby other than: (A) with respect to the Seagram Meeting, the Seagram Circular and other matters relating solely theretoto the implementation of the Arrangement, the approval of the Board of Directors of the Corporation; and (B) with respect to the completion of the Arrangement, the approval of the Arrangement by holders of the requisite votes cast by the Seagram Shareholders as required by the Interim OrderCommon Shares. (ii) Each of this Agreement and the Option This Agreement has been duly executed and delivered by Seagram the Corporation and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable similar Laws affecting creditors' rights (including equitable rights) generally, and to general principles of equity. (iii) The Board of Directors of Seagram the Corporation has (A) determined as of the date hereof unanimously that the Arrangement is fair to the holders of the Seagram Common Shares and is in the best interests of Seagramthe Corporation, (B) received opinions from Goldxxx, Xxchs & Co. and Morgxx Xxxnxxx & Xo. Incorporated been advised by Xxxxxx Merchant Group Inc. that it is prepared to the effect that, as render an opinion that each of the date of this Agreement, the Exchange Ratio and the First Tranche Exchange Ratio and Adjustment Exchange Ratio, if applicable, is fair from a financial point of view to the Seagram Shareholdersholders of the Common Shares, and (C) determined as of the date hereof to unanimously recommend that the Seagram Shareholders holders of the Common Shares vote in favour of the Arrangement. Seagram is not subject to a shareholder rights plan or "poison pill" or similar planArrangement and (D) advised the Corporation that the members of the Board of Directors will vote the Common Shares held by them in favour of the Arrangement and will so represent in the Circular. (iv) Each of Xxxxx Xxxxx, Xxxxx Xxxxx, Xxxx Xxxxx and Xxxxxxx Xxxxx has advised the Corporation that it or he will vote the Common Shares held by him or over which he has voting control, including, if applicable, any Common Shares held under an employee share purchase plan, in favour of the Arrangement and will so represent in the Circular. (v) The approval of this Agreement and the Option Agreement, the execution and delivery by Seagram the Corporation of this Agreement and the Option Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement and the transactions contemplated hereby and thereby, will not, subject to obtaining except as disclosed in the Regulatory ApprovalsDisclosure Letter: (A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale termination rights or payment obligation under any provision of: (I) its or any Seagram Material Subsidiary's ’s certificate of incorporation, articles, by-laws or other charter documents, including any unanimous shareholder agreement or any other agreement or understanding with any party holding an ownership interest in any Subsidiary; (II) subject to obtaining the Regulatory Approvals relating to the Corporation, any Laws, regulation, order, judgment or decree; or (III) any material contract, agreement, license, franchise or permit to which the Corporation or any Subsidiary is party or by which it is bound; (B) give rise to any right of termination or acceleration of indebtedness, or cause any third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available; (C) result in the imposition of any encumbrance, charge or lien upon any of its assets or the assets of any Subsidiary, or restrict, hinder, impair or limit the ability of the Corporation or any Subsidiary to carry on the business of the Corporation or any Subsidiary as and where it is now being carried on or as and where it may be carried on in the future; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of the Corporation or any Subsidiary or increase any benefits otherwise payable under any Plan or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options. (vi) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by the Corporation and its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated hereby other than (A) any approvals required by the Interim Order, (B) the Final Order, (C) filings with the Director under the CBCA and (D) the Regulatory Approvals relating to the Corporation.

Authority and No Violation. (i) Seagram TMB has the all requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by Seagram TMB and the consummation by Seagram TMB of the transactions contemplated by this Agreement have been duly authorized by its Board of Directors and no other corporate proceedingsproceedings on its part are necessary to authorize this Agreement, or the transactions contemplated hereby other than: (A) with respect to the Seagram Meeting, the Seagram Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Board of Directors of TMB; and (B) with respect to the completion of the Arrangement, the approval of the Arrangement by the requisite votes cast by the Seagram Shareholders holders of TMB Common Shares and TMB Options, voting as required by the Interim Ordera single class. (ii) Each of this Agreement and the Option This Agreement has been duly executed and delivered by Seagram TMB and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' ’ rights generally, and to general principles of equityequity and to the fact that the Currency Act (Canada) precludes a court in Canada from giving judgment in any currency other than Canadian currency. (iii) The Board of Directors of Seagram TMB has (A) determined as of the date hereof unanimously that the Arrangement is fair to the holders of the Seagram TMB Common Shares and is in the best interests of SeagramTMB, (B) received opinions an opinion from Goldxxx, Xxchs Leerink Sxxxx & Co. and Morgxx Xxxnxxx & Xo. Incorporated Company to the effect that, as of the date of this Agreementsuch opinion, the Share Exchange Ratio is fair from a financial point of view to the Seagram Shareholdersholders of TMB Common Shares, a copy of which opinion will be provided to Parent solely for informational purposes after receipt thereof by TMB, and (C) determined as of the date hereof to unanimously recommend that the Seagram Shareholders holders of TMB Common Shares and TMB Options vote in favour of the Arrangement. Seagram TMB is not subject to a shareholder rights plan or "“poison pill" ” or similar plan. (iv) On behalf of Parent, TMB has obtained, and has provided to Parent, signed copies of Voting Agreements in the form of Schedule D from those of TMB’s directors, officers and their affiliates specified in section 3.1(c) of the TMB Disclosure Letter. (v) The approval of this Agreement and the Option Agreement, the execution and delivery by Seagram TMB of this Agreement and the Option Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement and the transactions contemplated hereby and thereby, will not, subject to obtaining except as disclosed in section 3.1(c) of the Regulatory ApprovalsTMB Disclosure Letter: (A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (I) its or any Seagram Material TMB Subsidiary's ’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; (II) subject to obtaining the Appropriate Regulatory Approvals relating to TMB, any Laws, judgment or decree except to the extent that the violation or breach of, or failure to obtain any consent under, any Laws, judgment or decree would not, individually or in the aggregate, have a Material Adverse Effect on TMB; or (III) subject to obtaining the Appropriate Regulatory Approvals relating to TMB and except as would not, individually or in the aggregate, have a Material Adverse Effect on TMB, any material contract, agreement, license, franchise or permit to which TMB or any of its Subsidiaries is party or by which it is bound or subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of TMB or any Subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of TMB or any Subsidiary to cease to be available; (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on TMB, result in the imposition of any encumbrance, charge or lien upon any of its assets or the assets of any of its Subsidiaries, or restrict, hinder, impair or limit the ability of TMB or any of its Subsidiaries to carry on the business of TMB or any of its Subsidiaries as and where it is now being carried on; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of TMB or any Subsidiary or increase any benefits otherwise payable under any TMB Plan or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options. Except as disclosed in section 3.1(c) of the TMB Disclosure Letter, no consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by TMB and its Subsidiaries in connection with the execution and delivery of this Agreement, the performance by TMB of its obligations hereunder or the consummation by TMB of the transactions contemplated hereby other than (A) any approvals required by the Interim Order, (B) the Final Order, (C) filings with the Director under the OBCA, (D) the Appropriate Regulatory Approvals relating to TMB and (E) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity, a list of which is set out in Section 3.1(c) of the TMB Disclosure Letter, and which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on TMB.

Authority and No Violation. (i) Seagram ADR has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by Seagram ADR and the consummation by Seagram ADR of the transactions contemplated by this Agreement have been duly authorized by its Board of Directors and no other corporate proceedingsproceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby other than: (A) with respect to the Seagram Meeting, the Seagram Joint Information Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Board of Directors of ADR; and (B) with respect to the completion of the Arrangement, the approval of the Majority of the Minority of the ADR Shareholders who are eligible to vote on the Arrangement by at the requisite votes cast by the Seagram Shareholders as required by the Interim OrderADR Meeting. (ii) Each of this Agreement and the Option This Agreement has been duly executed and delivered by Seagram ADR and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity. (iii) The Board of Directors of Seagram has ADR has (A) determined as of the date hereof unanimously that the Arrangement is fair to the holders of the Seagram ADR Common Shares and is in the best interests of Seagram, ADR, (B) received opinions from Goldxxx, Xxchs & Co. and Morgxx Xxxnxxx & Xo. Incorporated has commissioned the Joint Fairness Opinion (with SESI) to the effect that, as of the date of this Agreement, the Exchange Ratio Plan of Arrangement is fair from a financial point of view to the Seagram Shareholdersholders of ADR Common Shares, and and (C) determined as determined, subject to the Joint Fairness Opinion confirming the fairness of the date hereof Arrangement to unanimously ADR Shareholders, to recommend that the Seagram Shareholders holders of the ADR Common Shares that they vote in favour of the Arrangement. Seagram is not subject to a shareholder rights plan or "poison pill" or similar plan. (iv) The approval of this Agreement and the Option Agreement, the execution and delivery by Seagram ADR of this Agreement and the Option Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement and the transactions contemplated hereby and thereby, will not, subject to obtaining the Regulatory Approvals: (A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (I) its or any Seagram Material SubsidiaryADR's memorandum, 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; (II) subject to obtaining the TSXV Approval, any Laws, judgment or decree, except to the extent that the violation or breach of, or failure to obtain any consent under, any Laws, judgment or decree would not, individually or in the aggregate, have a Material Adverse Effect on ADR; or (III) subject to obtaining the TSXV Approval and except as would not, individually or in the aggregate, have a Material Adverse Effect on ADR, 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 ADR, or cause such indebtedness to come due before its stated maturity or cause any available credit of ADR to cease to be available; or (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on ADR, result in the imposition of any encumbrance, charge or lien 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. (v) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by ADR in connection with the execution and delivery of this Agreement or the consummation by ADR of the transactions contemplated hereby or thereby other than (A) the TSXV Approval, and (B) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on ADR.

Authority and No Violation. (i) Seagram Subject to paragraphs (A) and (B) below, Trimark has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by Trimark and (subject to obtaining the Option Agreement by Seagram and Regulatory Approvals) the consummation by Seagram Trimark of the transactions contemplated by this Agreement have been duly authorized by its Board of Directors and no other corporate proceedingsproceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby, other than: (A) with respect to the Seagram Meeting, the Seagram Trimark Circular and other matters relating solely thereto, the approval of the Board of Directors of Trimark; and (B) with respect to the completion of the Arrangement, the approval of the Arrangement by the requisite votes cast by the Seagram Shareholders as required by the Interim OrderTrimark Securityholders. (ii) Each of this Agreement and the Option This Agreement has been duly executed and delivered by Seagram Trimark and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity. (iii) The Board of Directors of Seagram Trimark (Messrs. Krembil, Labatt, Binnington, Howe, Badexx xxx Waitzer having declared their interest and abstaining from voting thereon) has (A) determined as of the date hereof unanimously that the Arrangement is fair to the holders of the Seagram Trimark Common Shares and is in the best interests of SeagramTrimark, (B) received opinions an opinion from Goldxxx, Xxchs & Co. and Morgxx Xxxnxxx & Xo. Incorporated RBC Dominion Securities Inc. to the effect 118 -3- that, as of the date of this Agreement, the Exchange Ratio Arrangement is fair from a financial point of view to the Seagram Shareholders, Trimark shareholders and (C) determined as of the date hereof to unanimously recommend that the Seagram Shareholders holders of the Trimark Common Shares vote in favour of the Arrangement. Seagram Each of Trimark's directors has advised Trimark that, as of the date hereof, they intend to vote Trimark Common Shares held by them in favour of the Arrangement and (except with respect to Messrs. Binnington, Howe, Krembil and Labatt), unless the Board of Directors of Trimark shall have failed to recommend or shall have withdrawn, modified or changed in a manner adverse to AMVESCAP its approval or recommendation of this Agreement or the Arrangement or shall have approved or recommended any unsolicited Superior Proposal in accordance with Section 4.6, will so represent in the Trimark Circular. Trimark is not subject to a shareholder rights plan or "poison pill" or similar plan. (iv) The approval of this Agreement and the Option Agreement, the execution and delivery by Seagram Trimark of this Agreement and the Option Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement and the transactions contemplated hereby and thereby, will not, subject except as disclosed in writing by Trimark to obtaining the Regulatory ApprovalsAMVESCAP in a form acceptable to AMVESCAP: (A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (I) its or any Seagram Trimark Material Subsidiary's certificate of incorporation, articles, by-laws or other charter documents, including any unanimous shareholder agreement or any constating document of a Fund; (II) any Laws, judgment or decree (subject to obtaining the Regulatory Approvals relating to Trimark), except to the extent that the violation or breach of, or failure to obtain any consent under, any Laws, judgment or decree would not, individually or in the aggregate, have a Material Adverse Effect on Trimark; or (III) except as would not, individually or in the aggregate, have a Material Adverse Effect on Trimark, any contract, agreement, license, franchise or permit to which Trimark or any subsidiary or any Fund is party or by which it is bound or subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of Trimark or any subsidiary or any Fund, or cause any such indebtedness to come due before its stated maturity, or cause any available credit of Trimark or any subsidiary or any Fund to cease to be available, other than as would not, individually or in the aggregate, have a Material Adverse Effect on Trimark; or (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on Trimark or a Material Adverse Effect on the Funds (taken in the aggregate), result in the imposition of any encumbrance, charge or lien upon any of its assets or the assets of any Trimark Material Subsidiary or any Fund, or restrict, hinder, impair or limit the ability of Trimark or any Trimark Material Subsidiary to carry on the business of Trimark or any Trimark Material Subsidiary as and where it is now being carried on. No consent, waiver, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by Trimark and its subsidiaries and the Funds in connection with the execution and delivery of this Agreement or the consummation by Trimark of the transactions contemplated hereby other than (A) any approvals required by the Interim Order, (B) the Final Order, (C) filings with the Director under the OBCA, (D) the Regulatory Approvals relating to Trimark and its subsidiaries and (E) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which have been disclosed in writing by Trimark to AMVESCAP in a form acceptable to AMVESCAP or which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Trimark.

Authority and No Violation. (i) Seagram SESI has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by Seagram SESI and the consummation by Seagram SESI of the transactions contemplated by this Agreement have been duly authorized by its Board of Directors and no other corporate proceedingsproceedings on its part are necessary to authorize this Agreement, or the transactions contemplated hereby other than: (A) with respect to the Seagram Meeting, the Seagram Joint Information Circular and other matters relating solely thereto, including the implementation of the Arrangement, the approval of the Board of Directors of SESI; and (B) with respect to the completion of the Arrangement, the approval of the SESI Shareholders who are eligible to vote on the Arrangement by at the requisite votes cast by the Seagram Shareholders as required by the Interim OrderSESI Meeting. (ii) Each of this Agreement and the Option This Agreement has been duly executed and delivered by Seagram SESI and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equity. (iii) The Board of Directors of Seagram has SESI has (A) determined as of the date hereof unanimously that the Arrangement is fair to the holders of the Seagram Common SESI Shares and is in the best interests of Seagram, SESI, (B) received opinions from Goldxxx, Xxchs & Co. and Morgxx Xxxnxxx & Xo. Incorporated has commissioned the Joint Fairness Opinion (with ADR) to the effect that, as of the date of this Agreement, the Exchange Ratio Plan of Arrangement is fair from a financial point of view to the Seagram Shareholdersholders of SESI Shares, and and (C) determined as determined, subject to the Joint Fairness Opinion confirming the fairness of the date hereof Arrangement to unanimously SESI Shareholders, to recommend that the Seagram Shareholders holders of the SESI Shares vote in favour of the Arrangement. Seagram is not subject to a shareholder rights plan or "poison pill" or similar plan. (iv) The approval of this Agreement and the Option Agreement, the execution and delivery by Seagram SESI of this Agreement and the Option Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement and the transactions contemplated hereby and thereby, will not, subject to obtaining except as disclosed in the Regulatory ApprovalsDisclosure Letter: (A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (I) its or any Seagram Material Subsidiary's memorandum, 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; (II) any judgment or decree except to the extent that the violation or breach of, or failure to obtain any consent under, any Laws, judgment or decree would not, individually or in the aggregate, have a Material Adverse Effect on SESI or prevent or materially delay SESI from duly entering into this Agreement and the performance by it of its obligations hereunder and the completion of the Arrangement and the transactions contemplated thereby. (III) except as would not, individually or in the aggregate, have a Material Adverse Effect on SESI, any material contract, agreement, license, franchise or permit to which SESI is a party or by which it is bound or subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of SESI, or cause any such indebtedness to come due before its stated maturity or cause any available credit of SESI to cease to be available other than as would not, individually or in the aggregate, have a Material Adverse Effect on SESI; (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on SESI, result in the imposition of any encumbrance, charge or lien upon any of its assets, or restrict, hinder, impair or limit the ability of SESI to carry on the business of SESI as and where it is now being carried on; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of SESI or increase any benefits otherwise payable under any SESI plan or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options. (v) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity is required to be obtained by SESI in connection with the execution and delivery of this Agreement or the consummation by SESI of the transactions contemplated hereby other than (A) any approvals required by the Interim Order, (B) the Final Order, (C) filings with the Registrar, (D) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on SESI.

Authority and No Violation. (i) Seagram MB has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and the Option Agreement by Seagram MB and the consummation by Seagram MB of the transactions contemplated by this Agreement have been duly authorized by its Board of Directors and no other corporate proceedingsproceedings on its part are necessary to authorize this Agreement, or the transactions contemplated hereby other than: (A) with respect to the Seagram MeetingCircular, the Seagram Debenture Circular and other matters relating solely thereto; and, including the implementation of the Arrangement, the approval of the Board of Directors of MB; (B) with respect to the completion of the Arrangement, the approval of the Arrangement by holders of the requisite votes cast by MB Common Shares; and (C) with respect to the Seagram Shareholders as required by amendments to the Interim Ordertrust indenture governing the MB Convertible Debentures, the approval of the holders of MB Convertible Debentures. (ii) Each of this Agreement and the Option This Agreement has been duly executed and delivered by Seagram MB and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' rights generally, and to general principles of equityequity and to the fact that the Currency Act (Canada) precludes a court in Canada from giving judgment in any currency other than Canadian currency. (iii) The Board of Directors of Seagram MB has (A) determined as of the date hereof unanimously that the Arrangement is fair to the holders of the Seagram MB Common Shares and is in the best interests of SeagramMB, (B) received separate opinions from GoldxxxRBC Dominion Securities Inc., Xxchs X.X. Xxxxxx & Co. Incorporated and Morgxx Xxxnxxx & Xo. Incorporated Xxxxxxx Xxxxx Barney Inc. to the effect that, as of the date of this Agreement, the Exchange Ratio or the Arrangement is fair from a financial point of view to the Seagram Shareholders, holders of the MB Common Shares and (C) determined as of the date hereof unanimously to unanimously recommend that the Seagram Shareholders holders of the MB Common Shares vote in favour of the Arrangement. Seagram MB is not subject to a shareholder rights plan or "poison pill" or similar plan. (iv) The approval of this Agreement and the Option Agreement, the execution and delivery by Seagram MB of this Agreement and the Option Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement and the transactions contemplated hereby and thereby, will not, subject to obtaining except as disclosed in the Regulatory ApprovalsMB Disclosure Letter: (A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (I) its or any Seagram Material 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 Material Subsidiary; (II) subject to obtaining the Appropriate Regulatory Approvals relating to MB, any Laws, judgment or decree except to the extent that the violation or breach of, or failure to obtain any consent under, any Laws, judgment or decree would not, individually or in the aggregate, have a Material Adverse Effect on MB ; or (III) subject to obtaining the Appropriate Regulatory Approvals relating to MB and except as would not, individually or in the aggregate, have a Material Adverse Effect on MB, any material contract, agreement, license, franchise or permit to which MB or any Material Subsidiary is party or by which it is bound or subject or is the beneficiary; (B) give rise to any right of termination or acceleration of indebtedness of MB or any subsidiary, or cause any such indebtedness to come due before its stated maturity or cause any available credit of MB or any subsidiary to cease to be available other than as would not, individually or in the aggregate, have a Material Adverse Effect on MB; (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on MB, result in the imposition of any encumbrance, charge or lien upon any of its assets or the assets of any Material Subsidiary, or restrict, hinder, impair or limit the ability of MB or any Material Subsidiary to carry on the business of MB or any Material Subsidiary as and where it is now being carried on; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of MB or any subsidiary or increase any benefits otherwise payable under any MB Plan or result in the acceleration of time of payment or vesting of any 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 MB and its subsidiaries in connection with the execution and delivery of this Agreement or the consummation by MB of the transactions contemplated hereby other than (A) any approvals required by the Interim Order, (B) the Final Order, (C) filings with the Director under the CBCA, (D) the Appropriate Regulatory Approvals relating to MB and (E) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on MB.

Authority and No Violation. (i) Seagram The Corporation has the requisite corporate power and authority to enter into this Agreement and the Option Agreement and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement and by the Option Agreement by Seagram Corporation and the consummation by Seagram each of the transactions contemplated by this Agreement Agreement, have been duly authorized by its Board of Directors and no other corporate proceedingsproceedings on its part are necessary to authorize this Agreement or the transactions contemplated hereby other than: (A) with respect to the Seagram Meeting, the Seagram Circular and other matters relating solely theretoto the implementation of the Arrangement, the approval of the Board of Directors of the Corporation; and (B) with respect to the completion of the Arrangement, the approval of the Arrangement by holders of the requisite votes cast by the Seagram Shareholders as required by the Interim OrderCommon Shares. (ii) Each of this Agreement and the Option This Agreement has been duly executed and delivered by Seagram the Corporation and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable similar Laws affecting creditors' ’ rights (including equitable rights) generally, and to general principles of equity. (iii) The Board of Directors of Seagram the Corporation has (A) determined as of the date hereof unanimously that the Arrangement is fair to the holders of the Seagram Common Shares and is in the best interests of Seagramthe Corporation, (B) received opinions from Goldxxx, Xxchs & Co. and Morgxx Xxxnxxx & Xo. Incorporated been advised by Xxxxxx Merchant Group Inc. that it is prepared to the effect that, as render an opinion that each of the date of this Agreement, the Exchange Ratio and the First Tranche Exchange Ratio and Adjustment Exchange Ratio, if applicable, is fair from a financial point of view to the Seagram Shareholdersholders of the Common Shares, and (C) determined as of the date hereof to unanimously recommend that the Seagram Shareholders holders of the Common Shares vote in favour of the Arrangement. Seagram is not subject to a shareholder rights plan or "poison pill" or similar planArrangement and (D) advised the Corporation that the members of the Board of Directors will vote the Common Shares held by them in favour of the Arrangement and will so represent in the Circular. (iv) Each of Xxxxx Xxxxx, Xxxxx Xxxxx, Xxxx Xxxxx and Xxxxxxx Xxxxx has advised the Corporation that it or he will vote the Common Shares held by him or over which he has voting control, including, if applicable, any Common Shares held under an employee share purchase plan, in favour of the Arrangement and will so represent in the Circular. (v) The approval of this Agreement and the Option Agreement, the execution and delivery by Seagram the Corporation of this Agreement and the Option Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement and the transactions contemplated hereby and thereby, will not, subject to obtaining except as disclosed in the Regulatory ApprovalsDisclosure Letter: (A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale termination rights or payment obligation under any provision of: (I) its or any Seagram Material Subsidiary's ’s certificate of incorporation, articles, by-laws or other charter documents, including any unanimous shareholder agreement or any other agreement or understanding with any party holding an ownership interest in any Subsidiary; (II) subject to obtaining the Regulatory Approvals relating to the Corporation, any Laws, regulation, order, judgment or decree; or (III) any material contract, agreement, license, franchise or permit to which the Corporation or any Subsidiary is party or by which it is bound; (B) give rise to any right of termination or acceleration of indebtedness, or cause any third party indebtedness to come due before its stated maturity or cause any available credit to cease to be available; (C) result in the imposition of any encumbrance, charge or lien upon any of its assets or the assets of any Subsidiary, or restrict, hinder, impair or limit the ability of the Corporation or any Subsidiary to carry on the business of the Corporation or any Subsidiary as and where it is now being carried on or as and where it may be carried on in the future; or (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of the Corporation or any Subsidiary or increase any benefits otherwise payable under any Plan or result in the acceleration of time of payment or vesting of any such benefits, including the time of exercise of stock options. (vi) No consent, approval, order or authorization of, or declaration or filing with, any Governmental Entity or other Person is required to be obtained by the Corporation and its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation by the Corporation of the transactions contemplated hereby other than (A) any approvals required by the Interim Order, (B) the Final Order, (C) filings with the Director under the CBCA and (D) the Regulatory Approvals relating to the Corporation.

Authority and No Violation. (i) Seagram Each of the Merge Parties has the requisite corporate power and authority to enter into this Agreement, the Support Agreement and the Option Voting and Exchange Trust Agreement and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement, the Support Agreement and the Option Voting and Exchange Trust Agreement by Seagram each of the Merge Parties and the consummation by Seagram each of the Merge Parties of the transactions contemplated by this Agreement, the Support Agreement and the Voting and Exchange Trust Agreement have been duly authorized by its respective Board of Directors and no other corporate proceedings (A) with respect proceedings on its part are necessary to the Seagram Meetingauthorize this Agreement, the Seagram Circular Support Agreement and the Voting and Exchange Trust Agreement or the transactions contemplated hereby or thereby other matters relating solely thereto; and (B) with respect to the completion of the Arrangement, the than approval of the Arrangement Merge Matters by the requisite votes cast by the Seagram Shareholders as required by the Interim Orderholders of Merge Common Shares. (ii) Each of this Agreement and the Option This Agreement has been duly executed and delivered by Seagram each of the Merge Parties and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors' ’ rights generally, and to general principles of equity. Each of the Support Agreement and the Voting and Exchange Trust Agreement will be duly executed and delivered by each of the Merge Parties party thereto and, when so executed and delivered, will constitute its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditors’ rights generally, and to general principles of equity. (iii) The Board of Directors of Seagram Merge has (A) determined as of the date hereof unanimously that the Arrangement is fair to the holders of the Seagram Merge Common Shares and is in the best interests of SeagramMerge, (B) received opinions an opinion from GoldxxxXxxxxxx Xxxxx & Company, Xxchs & Co. and Morgxx Xxxnxxx & Xo. Incorporated L.L.C. to the effect that, as of the date of this Agreement, the Exchange Ratio is fair from a financial point of view to the Seagram Shareholders, holders of the Merge Common Shares and (C) determined as of the date hereof to unanimously recommend that the Seagram Shareholders holders of the Merge Common Shares vote in favour favor of the ArrangementMerge Matters. Seagram Merge is not subject to a shareholder rights plan or "“poison pill" ” or similar plan. (iv) The approval of this Agreement, the Support Agreement and the Option Voting and Exchange Trust Agreement, the execution and delivery by Seagram each of the Merge Parties of this Agreement, the Support Agreement and the Option Voting and Exchange Trust Agreement and the performance by it of its obligations hereunder and thereunder and the completion of the Arrangement and the transactions contemplated hereby and thereby, will not, subject to obtaining the Regulatory Approvals: (A) result (with or without notice or the passage of time) in a violation or breach of, require any consent to be obtained under or give rise to any termination, purchase or sale rights or payment obligation under any provision of: (I) its or any Seagram Merge Material Subsidiary's ’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 Merge Material Subsidiary; (II) subject to obtaining the Appropriate Regulatory Approvals relating to the Merge Parties, any Laws, judgment or decree except to the extent that the violation or breach of, or failure to obtain any consent under, any Laws, judgment or decree would not, individually or in the aggregate, have a Material Adverse Effect on Merge; or (III) subject to obtaining the Appropriate Regulatory Approvals relating to the Merge Parties and except as would not, individually or in the aggregate, have a Material Adverse Effect on Merge, 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 any Merge Party or any Merge Material Subsidiary, or cause such indebtedness to come due before its stated maturity or cause any available credit of any Merge Party or any Merge Material Subsidiary to cease to be available; (C) except as would not, individually or in the aggregate, have a Material Adverse Effect on Merge, result in the imposition of any encumbrance, charge or lien upon any of its assets or the assets of any Merge Material Subsidiary 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 (D) result in any payment (including severance, unemployment compensation, golden parachute, bonus or otherwise) becoming due to any director or employee of Merge or any Subsidiary or increase any benefits otherwise payable under any Merge Plan or result in the acceleration of time of payment or vesting of any 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 any of the Merge Parties or the Merge Material Subsidiaries in connection with the execution and delivery of this Agreement, the Support Agreement and the Voting and Exchange Trust Agreement or the consummation by any of the Merge Parties of the transactions contemplated hereby or thereby other than (A) the Appropriate Regulatory Approvals relating to the Merge Parties, (B) any filings required in connection with the creation and issue of the Special Voting Share, (C) any approval required in connection with the amendment of the articles of Matsub to create the Exchangeable Shares and (D) any other consents, approvals, orders, authorizations, declarations or filings of or with a Governmental Entity which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Merge.