Common use of Authority and No Violation Clause in Contracts

Authority and No Violation. The Company has the necessary corporate power, authority and capacity to enter into this Agreement and all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by the Company of the Amalgamation have been duly authorized by the Board and no other corporate proceedings on its part are necessary to authorize this Agreement and the Amalgamation, other than, the approval by the Shareholders as provided in the Circular and other matters relating thereto. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor's rights generally and general principles of equity. 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, and the consummation of the Amalgamation, shall not result (with or without notice or the passage of time) in a violation, conflict or breach of, or constitute a default under, in respect of or require any consent to be obtained under or give rise to any third party right of termination, amendment, first refusal, shotgun, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under any provision of: (i) its certificate of incorporation, articles, by-laws or other charter documents; (ii) any applicable Laws (subject to obtaining applicable regulatory approvals) except where such violation, breach, default or failure to obtain a consent would not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this Agreement; or (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which the Acquiror or Subco is a party or by which it is bound, except where such violation, breach, default or failure to obtain a consent would not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this Agreement.

Authority and No Violation. The Company has execution, delivery and performance by the necessary corporate power, authority and capacity to enter into Borrower of this Agreement and all documents and agreements contemplated herein each other Transaction Document to which it is or will is to be a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company party, and the consummation by other transactions contemplated hereby and thereby, are within the Company of the Amalgamation Borrower’s corporate powers, have been duly authorized by all necessary corporate action of the Board Borrower, and no other corporate proceedings on its part are necessary to authorize this Agreement and the Amalgamationdo not (i) contravene, other thanor constitute a default under, the approval by Borrower’s Governing Documents, (ii) violate in any material respect any Borrower-Related Law, order, writ, judgment, injunction, decree, determination or award applicable to the Shareholders as provided Borrower, (iii) conflict with or result in the Circular and other matters relating thereto. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor's rights generally and general principles of equity. 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, and the consummation of the Amalgamation, shall not result (with or without notice or the passage of time) in a violation, conflict or breach of, or constitute a default underunder any material contract, loan agreement, indenture, mortgage, deed of trust, lease or other instrument binding on the Borrower or any of its properties, or (iv) except for Liens created under the Loan Documents and other Permitted Liens, result in respect of or require the creation or imposition of any consent to be obtained under Lien upon or give rise with respect to any third party right of terminationthe properties of the Borrower. The Borrower is not in violation of any Borrower-Related Law, amendmentorder, first refusalwrit, shotgunjudgment, cancellationinjunction, accelerationdecree, penalty determination or payment obligation award or right in breach of purchase or sale under any provision of: (i) its certificate contract, loan agreement, indenture, mortgage, deed of incorporationtrust, articles, by-laws lease or other charter documents; (ii) any applicable Laws (subject to obtaining applicable regulatory approvals) instrument, except where for such violation, breach, default or failure to obtain a consent would violations and breaches that could not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this Agreement; or (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant reasonably be expected to which the Acquiror or Subco is have a party or by which it is boundMaterial Adverse Effect, except where such violationas disclosed in Borrower’s public filings, breach, default or failure copies of which have been delivered to obtain a consent would not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this AgreementLender.

Authority and No Violation. (i) The Company Purchaser has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by the Company Purchaser and the consummation by the Company Purchaser of the Amalgamation transactions contemplated by this Agreement have been duly authorized by the Board board of directors of the Purchaser, and no other corporate proceedings on its the part of the Purchaser are necessary to authorize this Agreement or the transactions contemplated hereby. (ii) The approval of this Agreement, and the Amalgamationtransaction documents to which it is, other thanor is specified to be, a party, will be on the approval by the Shareholders as provided in the Circular and other matters relating thereto. This Agreement has been Closing Date, duly executed and delivered by the Company Purchaser and, assuming the due authorization and constitutes execution of this Agreement by the Vendor, this Agreement represents a legal, valid valid, and binding obligation of the CompanyPurchaser, enforceable against it the Purchaser in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor's rights generally and general principles of equity. except as enforcement may be limited by the Enforceability Exceptions. (iii) The authorization of this Agreement, the execution and delivery by the Company of this Agreement by the Purchaser and the performance by it of its obligations under this Agreement, hereunder and the consummation completion of the Amalgamationtransactions contemplated thereby, shall not will not: (A) result (with or without notice or the passage of time) in a violation, conflict violation or breach of, or constitute a default under, in respect of or require any consent to be obtained under or give rise to any third party right of termination, amendment, first refusal, shotgun, cancellation, acceleration, penalty purchase or sale rights or payment obligation or right of purchase or sale under any provision of: (iI) its the Purchaser’s certificate of incorporation, articles, by-laws notice of articles or articles or any other agreement or understanding relating to ownership of shares or other charter documentsinterests or to corporate governance; (iiII) any applicable Laws (subject Laws, judgment or decree, except to obtaining applicable regulatory approvals) except where such violationthe extent that the violation or breach of, breach, default or failure to obtain a any consent under, any Laws, judgment or decree would not, individually or in the aggregate, materially impede have a Material Adverse Effect on the completion of the transactions contemplated by this AgreementPurchaser; or (iiiIII) any note, bondindenture, mortgage, indenturelease, contractagreement, licenceinstrument, permit statute, regulation, order, judgment, decree or government grant law to which the Acquiror Purchaser is a party to, bound by or Subco subject to; (B) result in a material violation or material breach of 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; (C) have a Material Adverse Effect on the Purchaser; (D) require consent to be obtained under any material contract, agreement, license, franchise or permit to which the Purchaser is a party or by which it is boundbound or subject or is the beneficiary; (E) give rise to any right of termination or acceleration of indebtedness of the Purchaser, except or cause such indebtedness to come due before its stated maturity or cause any available credit of the Purchaser to cease to be available; or (F) result in the imposition of any Encumbrance, upon any of its material Assets, or restrict, hinder, impair or limit its ability to carry on its business as and where such violationit is now being carried on in all material respects. (iv) Except for the final acceptance hereof by the TSX expected in the ordinary course, breachno consent, default approval, order or failure authorization of, or declaration or filing with, any Governmental Entity is required to obtain be obtained by the Purchaser in connection with the execution and delivery of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby or thereby other than any consents, approvals, orders, authorizations, declarations or filings of or with a consent Governmental Entity which, if not obtained, would not, individually or in the aggregate, materially impede have a Material Adverse Effect on the completion of the transactions contemplated by this AgreementPurchaser.

Authority and No Violation. The Company Each of the Acquiror and Subco has the necessary corporate power, authority and capacity to enter into this Agreement and all the documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement by each of the Company Acquiror and Subco and the consummation by each of the Company Acquiror and Subco of the Amalgamation have been duly authorized by the Board their respective boards of directors and no other corporate proceedings on its their part are necessary to authorize this Agreement and the Amalgamation, other than, the approval by the Shareholders as provided in the Circular and other matters relating theretoAgreement. This Agreement has been duly executed and delivered by each of the Company Acquiror and Subco and constitutes a legal, valid and binding obligation of each of the CompanyAcquiror and Subco, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor's rights generally and general principles of equity. The authorization of this Agreement, the execution and delivery by each of the Company Acquiror and Subco of this Agreement and the performance by it of its obligations under this Agreement, and the consummation of the Amalgamation, Amalgamation shall not result (with or without notice or the passage of time) in a violation, conflict violation or breach of, or constitute a default under, in respect of or require any consent to be obtained under or give rise to any third party right of terminationunder, amendment, first refusal, shotgun, cancellation, acceleration, penalty or payment obligation or right of purchase or sale under any provision of: (i) its certificate of incorporation, articles, by-laws or other charter documents; (ii) any applicable Laws (subject to obtaining applicable regulatory approvals) except where such violation, breach, default or failure to obtain a consent would not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this Agreement; or (iii) any note, bond, mortgage, indenture, contract, licence, permit or government grant to which the Acquiror or Subco is a party or by which it is bound, except where such violation, breach, default or failure to obtain a consent would not, individually or in the aggregate, materially impede the completion of the transactions contemplated by this Agreement.

Authority and No Violation. (i) The Company Purchaser has the necessary requisite corporate power, power and authority and capacity to enter into this Agreement and all documents and agreements contemplated herein to which it is or will be a party and to perform its obligations hereunder and thereunderhereunder. The execution and delivery of this Agreement by the Company Purchaser and the consummation by the Company Purchaser of the Amalgamation transactions contemplated by this Agreement have been duly authorized by the Board board of directors of the Purchaser, and no other corporate proceedings on its the part of the Purchaser are necessary to authorize this Agreement or the transactions contemplated hereby. (ii) The approval of this Agreement, and the Amalgamationtransaction documents to which it is, other thanor is specified to be, a party, will be on the approval by the Shareholders as provided in the Circular and other matters relating thereto. This Agreement has been Closing Date, duly executed and delivered by the Company Purchaser and, assuming the due authorization and constitutes execution of this Agreement by the Vendor, this Agreement represents a legal, valid valid, and binding obligation of the CompanyPurchaser, enforceable against it the Purchaser in accordance with its terms, subject to bankruptcy, insolvency and other applicable Laws affecting creditor's rights generally and general principles of equity. except as enforcement may be limited by the Enforceability Exceptions. (iii) The authorization of this Agreement, the execution and delivery by the Company of this Agreement by the Purchaser and the performance by it of its obligations under this Agreement, hereunder and the consummation completion of the Amalgamationtransactions contemplated thereby, shall not will not: (A) result (with or without notice or the passage of time) in a violation, conflict violation or breach of, or constitute a default under, in respect of or require any consent to be obtained under or give rise to any third party right of termination, amendment, first refusal, shotgun, cancellation, acceleration, penalty purchase or sale rights or payment obligation or right of purchase or sale under any provision of: (iI) its the Purchaser’s certificate of incorporation, articles, by-laws notice of articles or articles or any other agreement or understanding relating to ownership of shares or other charter documents; interests or to corporate governance; (iiII) any applicable Laws (subject Laws, judgment or decree, except to obtaining applicable regulatory approvals) except where such violationthe extent that the violation or breach of, breach, default or failure to obtain a any consent under, any Laws, judgment or decree would not, individually or in the aggregate, materially impede have a Material Adverse Effect on the completion of the transactions contemplated by this AgreementPurchaser; or or (iiiIII) any note, bondindenture, mortgage, indenturelease, contractagreement, licenceinstrument, permit statute, regulation, order, judgment, decree or government grant law to which the Acquiror Purchaser is a party to, bound by or Subco subject to; (B) result in a material violation or material breach of 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; (C) have a Material Adverse Effect on the Purchaser; (D) require consent to be obtained under any material contract, agreement, license, franchise or permit to which the Purchaser is a party or by which it is boundbound or subject or is the beneficiary; (E) give rise to any right of termination or acceleration of indebtedness of the Purchaser, except or cause such indebtedness to come due before its stated maturity or cause any available credit of the Purchaser to cease to be available; or (F) result in the imposition of any Encumbrance, upon any of its material Assets, or restrict, hinder, impair or limit its ability to carry on its business as and where such violationit is now being carried on in all material respects. (iv) Except for the final acceptance hereof by the TSX expected in the ordinary course, breachno consent, default approval, order or failure authorization of, or declaration or filing with, any Governmental Entity is required to obtain be obtained by the Purchaser in connection with the execution and delivery of this Agreement or the consummation by the Purchaser of the transactions contemplated hereby or thereby other than any consents, approvals, orders, authorizations, declarations or filings of or with a consent Governmental Entity which, if not obtained, would not, individually or in the aggregate, materially impede have a Material Adverse Effect on the completion of the transactions contemplated by this AgreementPurchaser.