Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. (a) CMI has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the agreements, documents and transactions contemplated herein have been duly authorized by all necessary corporate action of CMI. This Agreement has been duly executed and delivered by CMI and constitutes a valid and binding obligation of CMI, enforceable in accordance with its terms subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting the enforceability of creditors’ rights. (b) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the fulfilment of or compliance with the terms and provisions hereof do or will, nor will they with the giving of notice or the lapse of time or both: (i) conflict with any of the terms, conditions or provisions of the Charter Documents of CMI; (ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 being made or obtained, violate any provision of any Laws applicable to CMI; or (iii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to which CMI is a party or by which it is bound or to which its property is subject, all as of the Effective Date; or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by CMI, or in the creation of any Encumbrance upon any of the assets of CMI under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on CMI or impair the ability of CMI to perform its obligations hereunder or prevent or delay the consummation of any of the transactions contemplated hereby; and (c) The board of directors of CMI at a meeting duly called and held or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of CMI Shares and in the best interests of CMI and recommends that such Holders of CMI Shares vote in favour of the transactions contemplated by this Agreement.

Authority and No Violation. (a) CMI The Company has all requisite the necessary corporate power power, authority and authority capacity to enter into this Agreement and to perform its obligations hereunder and to consummate under the Plan of Arrangement. The execution and delivery of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby. The execution, delivery and performance of by this Agreement and the agreements, documents and transactions contemplated herein Plan of Arrangement have been duly authorized by all the board of directors of the Company and no other corporate proceedings on its part are necessary corporate action to authorize this Agreement and the Plan of CMI. Arrangement, or the transactions contemplated hereby. (b) This Agreement has been duly executed and delivered by CMI the Company and constitutes a legal, valid and binding obligation of CMIthe Company, enforceable against it in accordance with its terms terms, subject to (i) bankruptcy, insolvency, moratorium, reorganisation and other laws relating to or affecting the enforcement of creditors’ rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may be granted only to in the following qualificationsdiscretion of a court. (c) The authorization of this Agreement, the execution and delivery by the Company of this Agreement and the performance by it of its obligations under this Agreement, the Plan of Arrangement and the transactions contemplated by this Agreement and the Plan of Arrangement, will not: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and result (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting the enforceability of creditors’ rights. (b) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby with or the fulfilment of or compliance with the terms and provisions hereof do or will, nor will they with the giving of without notice or the lapse passage of time or both: (itime) conflict with any of the terms, conditions or provisions of the Charter Documents of CMI; (ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 being made or obtained, violate any provision of any Laws applicable to CMI; or (iii) conflict with, result in a violation or breach of, or constitute a default under, require any consent to be obtained under or accelerate give rise to any third party right of termination, cancellation, acceleration, penalty or permit payment obligation or right of purchase or sale under, any provision of: (A) its or any Company Subsidiary’s certificate of incorporation, articles or by-laws or other charter documents or any agreement with a shareholder; (B) any applicable Laws (subject to obtaining Specified Regulatory Approvals and the acceleration Final Order, except to the extent that the violation or breach of any applicable Laws would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect in respect of the performance required byCompany; (C) any note, any agreementbond, covenantmortgage, undertakingindenture, commitmentcontract, instrumentlicence, judgmentpermit or, order, decree or award government grant to which CMI the Company or any Company Subsidiary is a party or by which it is bound (other than as disclosed in the Disclosure Letter); or (D) any judgment, decree, order or award of any Governmental Authority or arbitrator; (ii) other than as disclosed in the Disclosure Letter, give rise to which its property is subjectany right of termination, all as acceleration or cancellation of indebtedness of the Effective DateCompany 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; (iii) give rise to any right of first refusal or trigger any change in control provisions or any restriction or limitation under any note, bond, mortgage, indenture, contract, agreement, license, franchise or permit, except as disclosed in the Disclosure Letter and 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 cancellation, suspension or alteration in the terms of any licence, permit or authority held by CMI, or in the creation imposition of any Encumbrance upon any assets of the assets of CMI under Company or any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; Company Subsidiary except in the case of clauses (ii) through (iv) for any of the foregoing that as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on CMI or impair the ability of CMI to perform its obligations hereunder or prevent or delay the consummation of any in respect of the transactions contemplated hereby; and (c) The board of directors of CMI at a meeting duly called and held or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of CMI Shares and in the best interests of CMI and recommends that such Holders of CMI Shares vote in favour of the transactions contemplated by this AgreementCompany.

Authority and No Violation. (a) CMI Genterra has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the agreements, documents and transactions contemplated herein have been duly authorized by all necessary corporate action of CMIGenterra, other than the approval by the shareholders of Genterra of the Genterra Amalgamation Resolution. This Agreement has been duly executed and delivered by CMI Genterra and constitutes a valid and binding obligation of CMIGenterra, enforceable in accordance with its terms subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting the enforceability of creditors’ rights. (b) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the fulfilment of or compliance with the terms and provisions hereof do or will, nor will they with the giving of notice or the lapse of time or both: (i) conflict with any of the terms, conditions or provisions of the Charter Documents of CMIGenterra; (ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 5.4 being made or obtained, violate any provision of any Laws applicable to CMI; orGenterra; (iii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to which CMI Genterra is a party or by which it is bound or to which its property is subject, all as of the Effective Date; , or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by CMIGenterra, or in the creation of any Encumbrance lien, charge, security interest or encumbrance upon any of the assets of CMI Genterra under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on CMI Genterra or impair the ability of CMI Genterra to perform its obligations hereunder or prevent or delay the consummation of any of the transactions contemplated hereby; and (c) The board of directors of CMI Genterra at a meeting duly called and held or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of CMI Genterra Shares and in the best interests of CMI Genterra and recommends that such Holders of CMI Genterra Shares vote in favour of the transactions contemplated by this Agreement.

Authority and No Violation. (a) CMI Interrobang has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement and the agreements, documents and transactions contemplated herein have been duly authorized by all necessary corporate action of CMIInterrobang. This Agreement has been duly executed and delivered by CMI Interrobang and constitutes a valid and binding obligation of CMIInterrobang, enforceable in accordance with its terms subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws generally affecting the enforceability of creditors’ ' rights. (b) None of the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby or the fulfilment of or compliance with the terms and provisions hereof do or will, nor will they with the giving of notice or the lapse of time or both: (i) conflict with any of the terms, conditions or provisions of the Charter Constating Documents of CMIInterrobang; (ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 5.4 being made or obtained, violate any provision of any Laws applicable to CMI; orInterrobang; (iii) conflict with, result in a breach of, constitute a default under, or accelerate or permit the acceleration of the performance required by, any agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award to which CMI Interrobang is a party or by which it is bound or to which its property is subject, all as of the Effective Date; or (iv) result in the cancellation, suspension or alteration in the terms of any licence, permit or authority held by CMIInterrobang, or in the creation of any Encumbrance upon any of the assets of CMI Interrobang under any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree or award or give to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) through (iv) for any of the foregoing that would not, individually or in the aggregate, have a Material Adverse Effect on CMI Interrobang or impair the ability of CMI Interrobang to perform its obligations hereunder or prevent or delay the consummation of any of the transactions contemplated hereby; and. (c) The board of directors of CMI Interrobang at a meeting duly called and held or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of CMI Interrobang Shares and in the best interests of CMI Interrobang and recommends has recommended that such Holders of CMI Interrobang Shares vote in favour of the transactions contemplated by this Agreement. (d) All of the Holders of Interrobang Shares have approved, by way of written resolution, the Amalgamation and the agreements and transactions related thereto.

Authority and No Violation. (ai) CMI The Corporation has all the requisite corporate power and authority capacity to enter into execute and deliver this Agreement Amendment and to perform its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The execution, delivery and performance of this Agreement and Amendment by the agreements, documents and transactions contemplated herein have Corporation has been duly authorized by all its Board of Directors and no other corporate proceedings on its part are necessary corporate action to authorize the execution, delivery and performance of CMI. this Amendment. (ii) This Agreement Amendment has been duly executed and delivered by CMI the Corporation and constitutes a its legal, valid and binding obligation of CMIobligation, enforceable against it in accordance with its terms terms, subject only to the following qualifications: (i) an order of specific performance and an injunction are discretionary remedies and, in particular, may not be available where damages are considered an adequate remedy; and (ii) enforcement may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction insolvency and other similar laws generally Laws affecting the enforceability of creditors’ rightsrights generally and to general principles of equity. (biii) None of the The execution and delivery of this AgreementAmendment by the Corporation does not, and the consummation performance of this Amendment by the Corporation will not: A. conflict with or violate the Articles of Incorporation or Bylaws or equivalent organizational documents of the transactions contemplated hereby Corporation or any of its subsidiaries; B. assuming that all consents, approvals, authorizations and other actions described in section 3.1(d)(v) of the fulfilment Arrangement Agreement have been obtained and all filings and obligations described in section 3.1(d)(v) have been made, conflict with or violate any Law applicable to the Corporation or any of its subsidiaries or compliance by which any property or asset of the Corporation or any of its subsidiaries is bound; or C. except as set forth in section 3.1(d)(iv) of the Disclosure Letter, result in any breach of, or constitute a default (or an event which, with the terms and provisions hereof do or will, nor will they with the giving of notice or the lapse of time or both: (i, would become a default) conflict with any of the terms, conditions or provisions of the Charter Documents of CMI; (ii) subject to the consents, approvals, orders, authorizations, registrations, declarations or filings referred to in Section 4.4 being made or obtained, violate any provision of any Laws applicable to CMI; or (iii) conflict with, result in a breach of, constitute a default under, or accelerate give to others any right of termination, amendment, acceleration or permit cancellation of, or create, give rise to or change any rights or obligations of any Person under, or result in the acceleration creation of a Lien on any property or asset of the performance required byCorporation or any of its subsidiaries pursuant to any note, any bond, mortgage, indenture, contract, agreement, covenantlease, undertakinglicense, commitmentpermit, instrument, judgment, order, decree franchise or award other instrument or obligation to which CMI the Corporation or any of its Material Subsidiaries is a party or by which it is bound the Corporation or to which any of its Material Subsidiaries or any property is subject, all as or asset of the Effective Date; or (iv) result in the cancellation, suspension Corporation or alteration in the terms of any licence, permit or authority held by CMI, or in the creation of any Encumbrance upon any of the assets of CMI under its Material Subsidiaries is bound; except, with respect to clauses (B) and (C), for any such agreement, covenant, undertaking, commitment, instrument, judgment, order, decree events or award or give occurrences that could not reasonably be expected to any other Person any interest or rights, including rights of purchase, termination, cancellation or acceleration; except in the case of clauses (ii) through (iv) for any of the foregoing that would nothave, individually or in the aggregate, have a Material Adverse Effect on CMI Effect. (iv) No consent, approval, license, permit, order or impair authorization of, or registration, declaration or filing with, or permit from, any Governmental Entity is required to be obtained or made by or with respect to the ability of CMI to perform its obligations hereunder Corporation or prevent or delay the consummation of any of its subsidiaries in connection with the transactions contemplated hereby; and (c) The board execution, delivery and performance of directors of CMI at a meeting duly called and held or by written resolution has determined by unanimous approval that the transactions contemplated by this Agreement are fair to the Holders of CMI Shares and in the best interests of CMI and recommends that such Holders of CMI Shares vote in favour of the transactions contemplated by this AgreementAmendment.